Common use of Indemnification by UMBFS Clause in Contracts

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.