AST Fund. Solutions agrees to indemnify and hold the Client and all of its officers, directors and employees harmless against : (i) any Liabilities arising in connection with material misstatements or omissions in any and all proxy solicitation materials (including scripts) prepared by AST Fund Solutions for distribution to the shareholders of each Client and utilized by AST Fund Solutions without the written approval of the Client and any or all representations made by AST Fund Solutions to the extent such representations differ from the proxy solicitation material; and (ii) any Liabilities resulting from the willful misfeasance, bad faith, or gross negligence of AST Fund Solutions, its officers, directors, employees or agents in the performance of their duties or obligations under this Agreement or from the reckless disregard by the Client, its officers, directors, employees or agents of its duties and obligations under this Agreement. At its election, AST Fund Solutions may assume the defense of any such action. The Client hereby agrees to advise AST Fund Solutions of any such liability or claim promptly after receipt of the notice thereof; provided however, that the Client’s right to indemnification hereunder shall not be limited by its failure to promptly advise AST Fund Solutions of any such liability or claim, except to the extent that AST Fund Solutions is prejudiced by such failure.
AST Fund. Solutions agrees to indemnify and hold the Client and all of its affiliates, agents, directors, officers and employees harmless against: (i) any Liabilities arising out of the performance of this Agreement, including any Liability arising directly from material misstatements or omissions in any and all offering or solicitation materials (including scripts) prepared by AST Fund Solutions for distribution to the shareholders of the Client and utilized by AST Fund Solutions without the written approval of the Client and any or all representations made by AST Fund Solutions to the extent such representations differ from the offering or solicitation materials approved by the Client; and (ii) any Liabilities resulting from the willful misfeasance, bad faith, or gross negligence of AST Fund Solutions, its officers, directors, employees or agents in the performance of their duties or obligations under this Agreement or from the reckless disregard by the Client, its officers, directors, employees or agents of its duties and obligations under this Agreement. At its election, AST Fund Solutions may assume the defense of any such action. The Client hereby agrees to advise AST Fund Solutions of any such liability or claim promptly after receipt of the notice thereof; provided however, that the Client’s right to indemnification hereunder shall not be limited by its failure to promptly advise AST Fund Solutions of any such liability or claim, except to the extent that AST Fund Solutions is prejudiced by such failure.
AST Fund. Solutions agrees to indemnify and hold the Client and all of its directors, officers, employees, affiliates and agents harmless against: (i) any Liabilities arising out of the performance of this Agreement, including any Liability arising directly from material misstatements or omissions in any and all offering or solicitation materials (including scripts) prepared by AST Fund Solutions or its agents for distribution to the stockholders of the Client and utilized by AST Fund Solutions without the written approval of the Client and AST Funds Solutions, LLC • 00 Xxxx Xxxxxx, 00xx. Floor, New York, NY 10005 • Tel: 000.000.0000 • xxx.xxxxxxxxxxxxxxxx.xxx any or all representations made by AST Fund Solutions or its agents to the extent such representations differ from the offering or solicitation materials approved by the Client; and (ii) any Liabilities resulting from the willful misconduct or gross negligence of AST Fund Solutions, its officers, directors, agents, affiliates or employees in the performance of their duties or obligations under this Agreement or from the reckless disregard by AST Fund Solutions, its officers, trustees, agents, affiliates or employees of its duties and obligations under this Agreement. At its election, AST Fund Solutions may assume the defense of any such action. The Client hereby agrees to advise AST Fund Solutions of any such liability or claim promptly after receipt of the notice thereof; provided however, that the Client’s right to indemnification hereunder shall not be limited by its failure to promptly advise AST Fund Solutions of any such liability or claim, except to the extent that AST Fund Solutions is prejudiced by such failure.
