Common use of Liability of the Sub-Advisor Clause in Contracts

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their 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, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their 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, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their 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, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “"Losses”") incurred by reason of or arising out of: (a) the Sub-Sub­ Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s 's Disclosure Documents or any written Sub-Advisory Agreement Touchstone Mid Cap Value Fund guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s 's willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their 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, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “"Losses”") incurred by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s 's Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s 's willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their 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, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Sub- Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their 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, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “"Losses”") incurred by reason of or arising out of: (a) the Sub-Sub­ Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s 's Disclosure Documents or any written Sub-Advisory Agreement Touchstone Small Cap Value Fund guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s 's willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.