Common use of Firm Clause in Contracts

Firm. The Firm 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 Firm) 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 Firm, 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 Firm 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 Firm through NETWORKING.

Firm. The Firm shall indemnify and hold harmless the Funds, the Funds’ ' custodian, the Funds’ ' underwriter, the Funds’ distributor, the Funds’ ' investment advisoradviser, 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 Firm) 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 Firm, the Trust’s correspondentsFirm's Correspondents, or their agents relating to NETWORKING; provided the Fund Agent has not acted negligently; (b) any breach of the Trust’s Firm's representations or warranties contained in this Agreement; (c) the failure of the Firm or the Trust’s correspondents Firm's Correspondents to comply with any of the terms of this Agreement; or (d) the Fund Agent’s 's acceptance of any transaction or account maintenance information from the Firm through NETWORKING. The Firm represents and warrants that at all times it has sufficient financial resources, whether through a fidelity bond or otherwise, to meet all of its indemnification obligations arising under this Agreement.