Common use of Fund Agent Clause in Contracts

Fund Agent. The Fund Agent shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity’s divisions, subsidiaries, directors, officers, agents and employees of each of the foregoing (each an, “Indemnified Trust Entity Party”), 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 Fund Agent) 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 Fund Agent relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity Party; (b) any breach of the Fund Agent’s representations or warranties contained in this Agreement; or (c) the Fund Agent’s failure to comply with any of the terms of this Agreement.

Fund Agent. The Fund Agent shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity’s 's divisions, subsidiaries, directors, officers, agents and employees of each of the foregoing (each an, “"Indemnified Trust Entity Party”"), 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 Fund Agent) 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 Fund Agent relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity Party; (b) any breach of the Fund Agent’s representations or warranties contained in this Agreement; or (c) the Fund Agent’s failure to comply with any of the terms of this Agreement.

Fund Agent. The Fund Agent shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity’s divisions, subsidiaries, affiliates, directors, officers, agents agents, employees and employees assigns of each of the foregoing (each ancollectively, “Indemnified Trust Entity PartyParties”), 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 Fund Agent) to which any of them may be or become subject to as a result or arising out of: of (a) any negligent act or omission by the Fund Agent or its Agents relating to Fund/SERV, except to NETWORKING provided that the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity Partyhas not acted negligently; (b) any breach of the Fund Agent’s representations or warranties contained in this Agreement; or (c) the Fund Agent’s failure to comply with any of the terms of this Agreement; or (d) the Trust Entity’s acceptance of any transaction or account maintenance information from the Fund Agent through NETWORKING.

Fund Agent. The Fund Agent shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity’s 's divisions, subsidiaries, directors, officers, agents and employees of each of the foregoing (each an, “"Indemnified Trust Entity Party”"), 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 Fund Agent) 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 Fund Agent relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity Party; (b) any breach of the Fund Agent’s representations or o r warranties contained in this Agreement; or (c) the Fund Agent’s failure to comply with any of the terms of this Agreement.