Indemnification by UMBFS Sample Clauses
The "Indemnification by UMBFS" clause requires UMBFS to compensate or protect the other party from losses, damages, or liabilities that arise due to UMBFS's actions or omissions. Typically, this means that if UMBFS causes harm through negligence, breach of contract, or misconduct, it will be responsible for covering related costs, such as legal fees or settlements. This clause serves to allocate risk by ensuring that the party harmed by UMBFS's conduct is not left financially responsible for issues caused by UMBFS, thereby promoting accountability and protecting the other party from unforeseen expenses.
Indemnification by UMBFS. UMBFS agrees to indemnify and hold harmless the Company, its employees, agents, officers, Directors, affiliates and nominees (“Company Indemnified Parties”) from and against any and all Claims arising out of or in any way relating to UMBFS’ willful misfeasance, bad faith, or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder;
Indemnification by UMBFS. UMBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company or the Funds in connection with the matters to which this Agreement relates, except for a loss resulting from UMBFS's willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. UMBFS agrees to indemnify and hold harmless the Company, its employees, agents, officers, directors and nominees from and against any and all claims, demands, actions and suits, and from and against all judgments, liabilities, losses, damages, costs, charges, counsel fees, and other expenses of every nature and character which may be asserted against the Company or for which the Company may be held liable (a "Claim") arising out of or resulting from UMBFS's willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by UMBFS of its obligations and duties under this Agreement; provided, however, UMBFS shall not be liable for any action taken or omitted to be taken in accordance with Instructions received by it from an officer or representative of the Company."
Indemnification by UMBFS. UMBFS agrees to indemnify and hold harmless the Trust, its employees, agents, officers, trustees, affiliates and nominees ("Trust Indemnified Parties") from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Trust Indemnified Party or for which any Trust Indemnified Party may be held liable (a "Trust Claim") arising out of or in any way relating to any action or omission of UMBFS resulting from UMBFS's willful misfeasance, bad faith, reckless disregard or negligence (including its negligent failure or refusal to comply with the terms of this Agreement) in the performance of its obligations and duties hereunder, or its breach of any representation or warranty of UMBFS made herein.
Indemnification by UMBFS. UMBFS agrees to indemnify and hold harmless the Trust, the Funds, and their respective employees, agents (including the investment adviser of a Fund), officers, trustees, affiliates and nominees (“Trust Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Trust Indemnified Party or for which any Trust Indemnified Party may be held liable (a “Trust Claim”) arising out of or in any way relating to any of the following:
A. any action or omission of UMBFS in the performance of its duties hereunder to the extent a Trust Claim resulted from UMBFS’ willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder;
B. the Trust’s reliance on, implementation of, or use, without investigation or verification, of information, data, records and documents received by the Trust from UMBFS, or from a representative of any of the parties referenced in Article 12.09, or any third party acting on behalf of the UMBFS, as a result of the UMBFS’ willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder;
C. any action taken by or omission of UMBFS that causes a material breach to this Agreement and is not cured by UMBFS within thirty (30) days’ notification of the breach;
D. UMBFS’ refusal or failure to comply with the terms of the Agreement, or any Trust Claim that arises out of UMBFS’ negligence or misconduct or breach of any representation or warranty of the Trust made herein.
Indemnification by UMBFS. UMBFS agrees to indemnify and hold harmless the Trust, its trustees, officers, agents and affiliates (collectively the “Trust Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Trust Indemnified Party or for which any Trust Indemnified Party may be held liable arising out of or in any way relating to UMBFS’ willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.