Common use of By ACS Clause in Contracts

By ACS. ACS shall indemnify and hold the Trust, each affiliate of the Trust, the Fund, and the Trustees, officers and employees of the Trust and each harmless from and against any and all Losses arising out of or attributable to: (a) ACS’s or its agent’s refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder; (b) ACS’s or its agent’s performance of or failure to perform the Administrative and Shareholder Services; (c) the bad faith, negligence or willful misconduct of ACS or its agent; (d) ACS’s or its agent’s furnishing to any Wrap Program any materially inaccurate, misleading or untimely information regarding the Fund or the Shares through no fault of the Trust, its agent, or the Fund; or (e) the breach of any representation or warranty of ACS hereunder, in each case except to the extent such Losses arise out of or are attributable to another party’s breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.

By ACS. ACS shall indemnify and hold the TrustCorporation, each affiliate of the TrustCorporation, the Fund, and the TrusteesDirectors, officers and employees of the Trust Corporation and each harmless from and against any and all Losses arising out of or attributable to: (a) ACS’s or its agent’s refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder; (b) ACS’s or its agent’s performance of or failure to perform the Administrative and Shareholder Services; (c) the bad faith, negligence or willful misconduct of ACS or its agent; (d) ACS’s or its agent’s furnishing to any Wrap Program any materially inaccurate, misleading or untimely information regarding the Fund or the Shares through no fault of the TrustCorporation, its agent, or the Fund; or (e) the breach of any representation or warranty of ACS hereunder, in each case except to the extent such Losses arise out of or are attributable to another party’s breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.

By ACS. ACS shall indemnify and hold the TrustCorporation, each affiliate of the TrustCorporation, the FundPortfolios, and the TrusteesDirectors, officers and employees of the Trust Corporation and each harmless from and against any and all Losses arising out of or attributable to: (a) ACS’s or its agent’s refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder; (b) ACS’s or its agent’s performance of or failure to perform the Administrative and Shareholder Services; (c) the bad faith, negligence or willful misconduct of ACS or its agent; (d) ACS’s or its agent’s furnishing to any Wrap Program any materially inaccurate, misleading or untimely information regarding the Fund a Portfolio or the Shares through no fault of the TrustCorporation, its agent, or the FundPortfolio; or (e) the breach of any representation or warranty of ACS hereunder, in each case except to the extent such Losses arise out of or are attributable to another party’s breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.