Common use of Indemnification by UMBFS Clause in Contracts

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."