Fund Company. The Fund Company shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity's divisions, subsidiaries, directors, officers, agents, employees and assigns 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 Company or its Agents 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 Company's representations or warranties contained in this Agreement; or (c) the Fund Company's failure to comply with any of the terms of this Agreement.
Fund Company. The Fund Company shall indemnify and hold harmless Broker-Dealer, its affiliates and each of their respective affiliates, directors, officers, employees and assigns (collectively, “Indemnified Broker-Dealer Parties”) against and from any and all demands, damages and liabilities (including reasonable attorneys’ fees and other costs, including all reasonable expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Fund Company) which any of them may incur or to which any of them may be or become subject to as a result or arising out of (i) any material breach of the Fund Company’s representations or warranties contained in this Agreement; (ii) any breach by the Fund Company, or its affiliates, agents, delegates or designees of a material provision of this Agreement including all Exhibits hereto; (iii) any failure by the Fund Company, or its affiliates, agents, delegates or designees to comply with Applicable Laws in connection with its activities; or (iv) any untrue statement of a material fact set forth in the Fund’s Prospectus or supplement thereto, advertising or sales material, registration, annual report or proxy statement of the Fund provided to Broker-Dealer by the Fund Company, or its affiliates, agents, delegates or designees, or omission to state a material fact required to be stated therein to make the statements therein not misleading.
Fund Company. (a) shall keep confidential by using the same care and discretion it uses with respect to its own confidential property and trade secrets, (b) shall not without the express prior written consent of Xxxxxx (which shall be deemed given hereby with respect to the Funds and their representatives, to the extent necessary or appropriate for the proper operation of the Funds, and to any governmental body or self-regulatory organization, to the extent required to comply with legal requirements and lawful requests) make or permit disclosure of, and (c) shall use reasonable care to cause others to which it makes permitted disclosure to keep confidential: (i) all proprietary data, software, processes, information and documentation provided by Xxxxxx or relating to any of the Plans (including the identity of the Plans and information regarding Participants) ("Proprietary Information") and (ii) the provisions of this Agreement. Each party hereby irrevocably authorizes the other to act in accordance with and rely upon Instructions and notices received by it from the other. Each party acknowledges that it is its own responsibility to assure that only its authorized persons use its respective internal systems on its behalf; provided, Xxxxxx Associates 2 SUBTRAN\SUBTRANSFER.DOC however, that each party shall only be liable hereunder for use of its system by unauthorized persons who have obtained access thereto as a result of the bad faith or willful misconduct of such party or any of its officers or employees.
