Common use of ALPS Clause in Contracts

ALPS. ALPS shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity’s divisions, subsidiaries, directors, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Trust Entity 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 ALPS) 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 Funds or its Agents relating to Fund/SERV provided the Trust Entity has not acted negligently; (b) any breach of the Fund’s representations or warranties contained in this Agreement; or (c) ALPS’ failure to comply with any of the terms of this Agreement.