Indemnification by Founders. Founders shall indemnify the Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Fund which result from: (i) Founders' lack of good faith in performing its obligations hereunder; or (ii) the gross negligence or willful misconduct of Founders or its employees, agents or contractors in connection herewith. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence or willful misconduct on the part of the Fund or its employees, agents or contractors other than Founders, unless such gross negligence or willful misconduct results from or is accompanied by gross negligence or willful misconduct on the part of Founders, any affiliated person of Founders, or any affiliated person of an affiliated person of Founders. Before confessing any claim against it which may be subject to indemnification hereunder, the Fund shall give Founders reasonable opportunity to defend against such claim in its own name or in the name of the Fund.
Appears in 5 contracts
Samples: Fund Accounting and Administrative Services Agreement (Founders Funds Inc), Fund Accounting and Administrative Services Agreement (Founders Funds Inc), Fund Accounting and Administrative Services Agreement (Dreyfus Founders Funds Inc)
