By SACS Sample Clauses

By SACS. SACS 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) SACS’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) SACS’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 SACS or its agent; (d) SACS’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 SACS 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.
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By SACS. SACS shall indemnify and hold the Trust, each affiliate of the Trust, each 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) SACS’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) SACS’s or its agent’s performance of or failure to perform the Administrative Services and/or the Shareholder Services; (c) the bad faith, negligence or willful misconduct of SACS or its agent; (d) SACS’s or its agent’s furnishing to any Plan, Plan Participant, Plan sponsor, authorized Plan committee or Plan trustee any materially inaccurate, misleading or untimely information regarding any Fund or the Shares through no fault of the Trust, its agent, or any Fund; or (e) the breach of any representation or warranty of SACS 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.
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