Common use of Indemnification by Corporation Clause in Contracts

Indemnification by Corporation. The Corporation shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Corporation, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian”and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Corporation. The Corporation shall agrees to indemnify and hold harmless the CustodianUMBFS, any Sub-Custodian its employees, agents, officers, directors, affiliates and any nominee thereof nominees (each, an “Indemnified Party” and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses and liabilities of any and every nature (including reasonable attorneys’ fees) that an Indemnified Party may sustain or incur or that and character which may be asserted against an or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (a "Claim") arising out of or in any way relating to any of the following: (a) any action or omission of UMBFS except to the extent a Claim resulted from UMBFS' willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by any person arising directly it of its obligations and duties hereunder; (b) UMBFS' reliance on, implementation of, or indirectly (i) use of information, data, records and documents received by UMBFS from the fact that Securities are registered in Corporation, the name Funds' investment adviser, legal counsel, independent accountants, administrator or custodian without investigation or verification, or reasonable reliance upon the same from a representative of any such nomineeof the other parties referenced in Section 11.08; (c) the reliance on, or the implementation of, any Instructions or any other advice, instructions, requests or directions of the Corporation or from a representative of any of the parties referenced in Section 11.08, or any third party acting on behalf of the Corporation; (iid) from UMBFS' acting upon telephone or electronic instructions relating to the purchase, exchange or redemption of Shares received by UMBFS in accordance with procedures established by UMBFS and the Corporation; (e) any action taken by or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice omission of the Corporation, investment adviser or sub-adviser(s) or any current service provider; (bf) upon Proper Instructionsthe acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares unless the result of UMBFS' or (iii) from its affiliates' willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement or any sub-custody agreementAgreement. In the absence of a finding to the contrary, provided that neither the Custodian nor any such Sub-Custodian acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be indemnified and held harmless from and against presumed not to have been the result of UMBFS' or its affiliates' willful misfeasance, bad faith or negligence. (g) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state that such claim, demand, loss, expense Shares be qualified for sale in such state or liability arising out in violation of any stop order or relating determination or ruling by any state with respect to its the offer or sale of such Shares in such state; or (h) the Corporation's refusal or failure to comply with the terms of this Agreement (the Agreement, or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation Claim that arises out of the Corporation, its successors and assigns, notwithstanding 's negligence or misconduct or breach of any representation or warranty of the termination of this Agreement. As used in this paragraph, the terms “Custodian”and “Sub-Custodian” shall include their respective directors, officers and employeesCorporation made herein.

Indemnification by Corporation. The Corporation shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ ' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Custodian (a) at the request or direction of or in reliance on the advice of the Corporation, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor Custodian, any such Sub-Custodian and any nominee thereof shall not be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement or applicable law (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian”and “"Custodian" and "Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Corporation. The Corporation shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ ' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Corporation, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian”and Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Corporation. The Corporation shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ ' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Custodian (a) at the request or direction of or in reliance on the advice of the Corporation, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian”and “"Custodian" and "Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Corporation. The Corporation shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Corporation, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian”and Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Corporation. The Corporation shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ ' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Corporation, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian”and Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.