Common use of Indemnification by UMBFS Clause in Contracts

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, 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, gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; B. the Trust’s '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, gross 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.