Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 0000 Xxx) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
Appears in 11 contracts
Samples: Sub Advisory Agreement (Touchstone Funds Group Trust), Sub Advisory Agreement (Touchstone Strategic Trust), Sub Advisory Agreement (Touchstone Funds Group Trust)
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 0000 Xxx) against any and all direct Losses losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
Appears in 6 contracts
Samples: Sub Advisory Agreement (Touchstone ETF Trust), Sub Advisory Agreement (Touchstone ETF Trust), Touchstone Etf Trust (Touchstone ETF Trust)
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 0000 Xxx) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s 's willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Touchstone Funds Group Trust), Sub Advisory Agreement (Touchstone Funds Group Trust)
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons (as described in Section 15 of the 0000 Xxx1933 Act) against any and all direct Losses losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s 's willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Touchstone ETF Trust), Sub Advisory Agreement (Touchstone ETF Trust)
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons (as described in Section 15 of the 0000 Xxx1933 Act) against any and all direct Losses losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
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