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 ALPS, the Fund’s custodian, the Fund’s investment advisor, the Fund’s transfer agent, the Fund’s fund accounting agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Fund Parties”), 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’s correspondents, or their agents relating to Fund/SERV provided ALPS has not acted negligently; (b) any breach of the Trust’s representations or warranties in this Agreement; (c) the failure of the Trust Entity or the Trust’s correspondents to comply with any of the terms of this Agreement; or (d) ALPS’ 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 Funds, the Funds’ custodian, the Funds’ underwriter, the Funds’ distributor, the Funds’ investment advisor, the Fund Agent, the Funds’ transfer agent/shareholder servicing agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Fund Parties”), 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’s correspondents, or their agents relating to NETWORKING; provided the Fund Agent has not acted negligently; (b) any breach of the Trust’s representations or warranties in this Agreement; (c) the failure of the Trust Entity or the Trust’s correspondents 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 NETWORKING.
Trust Entity. Trust Entity represents and warrants to Company, Investment Adviser and Distributor that:
Trust Entity. MG Colorado Holdings will form the Trust Entity (the "Trust Entity") upon receipt of the Trust Operations Approvals from the State of Colorado Division of Banking.
Trust Entity. Trust Entity shall indemnify and hold harmless the Fund Company, the Funds, the Fund Agent,, the Funds’ custodian, and the Funds’ investment adviser, and each of their directors, managers, officers, agents, employees and assigns (collectively, “Indemnified Fund Parties”), 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 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 Trust Entity related to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Fund Party; (b) any material breach of Trust Entity’s representations or warranties in this Agreement; ( c) the failure of Trust Entity 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 Trust Entity through Fund/SERV.
