Common use of Trust Entity Clause in Contracts

Trust Entity. The Trust Entity shall indemnify and hold harmless the Fund Company, the Funds’ custodian, the Funds’ investment adviser, the Fund Agent, the Funds’ transfer agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents and employees of each of the foregoing (each an, “Indemnified Fund Party”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Trust Entity) to which any of them may be or become subject to as a result or arising out of: (a) any negligent act or omission by the Trust Entity, the Trust Entity’s employees or agents relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Fund Party; (b) any breach of the Trust Entity’s representations or warranties in this Agreement; (c) the failure of the Trust Entity or the Trust Entity’s agents or employees to comply with any of the terms of this Agreement; or (d) the Fund Agent’s acceptance of any transaction or account maintenance information from the Trust Entity through Fund/SERV including any fraudulent or unauthorized transaction by either the Trust Entity or the Client-shareholder.

Trust Entity. The Trust Entity shall indemnify and hold harmless the Fund Company, the Funds’ ' custodian, the Funds’ ' investment adviser, the Fund Agent, the Funds’ ' transfer agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents and employees of each of the foregoing (each an, “"Indemnified Fund Party”"), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Trust Entity) to which any of them may be or become subject to as a result or arising out of: (a) any negligent act or omission by the Trust Entity, the Trust Entity’s 's employees or agents relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Fund Party; (b) any breach of the Trust Entity’s 's representations or warranties in this Agreement; (c) the failure of the Trust Entity or the Trust Entity’s 's agents or employees to comply with any of the terms of this Agreement; or (d) the Fund Agent’s acceptance of any transaction or account maintenance information from the Trust Entity through Fund/SERV including any fraudulent or unauthorized transaction by either the Trust Entity or the Client-shareholder.

Trust Entity. The Trust Entity shall indemnify and hold harmless the Fund Company, the Funds’ ' custodian, the Funds’ ' investment adviser, the Fund Agent, the Funds’ ' transfer agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents and employees of each of the foregoing (each an, “"Indemnified Fund Party”"), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Trust Entity) to which any of them may be or become subject to as a result or arising out of: (a) any negligent act or omission by the Trust Entity, the Trust Entity’s 's employees or agents relating to Fund/SERV, except e xcept to the extent caused by the negligence or intentional misconduct of an Indemnified Fund Party; (b) any breach of the Trust Entity’s 's representations or warranties in this Agreement; (c) the failure of the Trust Entity or the Trust Entity’s 's agents or employees to comply with any of the terms of this Agreement; or (d) the Fund Agent’s acceptance of any transaction or account maintenance information from the Trust Entity through Fund/SERV including any fraudulent or unauthorized transaction by either the Trust Entity or the Client-shareholder.

Trust Entity. The Trust Entity shall indemnify and hold harmless the Fund CompanyFunds, the Funds’ custodian, the Funds’ investment adviser' underwriter, the Fund AgentFunds' investment advisor, the Funds’ transfer agent/shareholder servicing agent and Fund, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents agents, employees and employees assigns of each of the foregoing (each an, “Indemnified Fund Party”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Trust Entity) to which any of them may be or become subject to as a result or arising out of: of (a) any negligent act or omission by the Trust Entity, the Trust Entity’s employees or agents relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Fund PartyNETWORKING; (b) any material breach of the Trust Entity’s representations or warranties in this Agreement; (c) the material failure of the Trust Entity or the Trust Entity’s agents or employees to comply with any of the terms of this Agreement; or (d) the Fund AgentFund’s acceptance of any transaction or account maintenance information from the Trust Entity through Fund/SERV including any fraudulent or unauthorized transaction by either NETWORKING to the extent that Trust Entity negligently or the Client-shareholderwillfully delivered inaccurate information or failed to deliver information in good order.

Trust Entity. The Trust Entity shall indemnify and hold harmless the Fund CompanyFunds, the Funds’ ' custodian, the Funds’ ' investment adviser, the Fund Agent, the Funds’ transfer agent/shareholder servicing agent, and Fund, and each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents agents, employees and employees assigns of each of the foregoing (each an, “Indemnified Fund Party”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Trust Entity) to which any of them may be or become subject to as a result or arising out of: of (a) any negligent act or omission by the Trust Entity, the Trust Entity’s employees or agents Entity relating to Fund/SERV, SERV except to the extent caused by the negligence or intentional misconduct of an Indemnified Fund Partyhas acted negligently; (b) any material breach of the Trust Entity’s representations or warranties in this Agreement; (c) the failure of the Trust Entity or the Trust Entity’s agents or employees material failure to comply with any of the terms of this Agreement; Agreement(s) or (d) the Fund AgentFund’s acceptance of any transaction or account maintenance information from the Trust Entity through Fund/SERV including any fraudulent or unauthorized transaction by either to the extent that Trust Entity negligently or willfully delivered inaccurate information, or failed to deliver the Client-shareholderinformation in good order.