Common use of Indemnification by Institution Clause in Contracts

Indemnification by Institution. Institution shall indemnify and hold harmless the Funds, the Funds' custodian, the Funds' transfer agent, the Funds' underwriter, the Funds' investment adviser, Federated, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, subcontractors, 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 threatened, 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 settlement), to which any of them may be or become subject as a result or arising out of: (a) any action reasonably taken by Federated in reliance upon the Institution's Instructions; (b) any act or omission by Institution or its agents which constitutes negligence, gross negligence, or willful misconduct; (c) any breach of the Institution's representations or warranties contained in this Agreement; (d) the Institution's failure to comply with any of the terms of this Agreement; (e) the Institution's action or inaction relating to any duties, functions, procedures or responsibilities undertaken by Institution pursuant to this Agreement or otherwise, including that which may arise out of the malfunction of equipment, systems, programs and telephone lines; (f) the failure by Institution to obtain written authorization from a Shareholder to facilitate any transaction through Federated's electronic communication and recordkeeping systems; and (g) Federated's reasonable acceptance of and reliance on any Instruction without supporting documentation. Institution shall make all payments hereunder promptly upon presentation by an Indemnified Fund Party of an invoice therefor, which invoice relates to any payment, including any partial payment, made by the Indemnified Fund Party in respect of any and all demands, damages, liabilities, and losses, or any threatened, 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 settlement), to which any of them may be or become subject which give rise to indemnification by Institution under this Agreement. At the request of any of the Indemnified Fund Parties, Institution shall provide for an appropriate defense against any circumstances which may give rise to indemnification by Institution under this Agreement. Institution 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. In no event shall Institution be liable for demands, damages, liabilities and losses arising out of failure of its equipment or force majeure.

Indemnification by Institution. Institution shall indemnify and hold harmless the Funds, the Funds' custodian, the Funds' transfer agent, the Funds' underwriter, the Funds' investment adviser, Federated, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, subcontractors, 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 threatened, 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 settlement), to which any of them may be or become subject as a result or arising out of: (a) any action reasonably taken by Federated in reliance upon the Institution's Instructions; (b) any act or omission by Institution or its agents which constitutes negligence, gross negligence, or willful misconduct; (c) any breach of the Institution's representations or warranties contained in this Agreement; (d) the Institution's failure to comply with any of the terms of this Agreement; (e) the Institution's action or inaction relating to any duties, functions, procedures or responsibilities undertaken by Institution pursuant to this Agreement or otherwise, including that which may arise out of the malfunction of equipment, systems, programs and telephone lines; (f) the failure by Institution to obtain written authorization from a Shareholder to facilitate any transaction through Federated's electronic communication and recordkeeping systems; and (gf) Federated's reasonable acceptance of and reliance on any Instruction Instruction, in accordance with Article 3 of this Agreement without supporting documentation. Institution shall make all payments hereunder promptly upon presentation by an An Indemnified Fund Party of an invoice therefor, which invoice relates to may make demand for indemnification for any payment, including any partial payment, made by the Indemnified Fund Party in respect of any and all demands, damages, liabilities, and losses, or any threatened, 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 settlement), to which any of them may be or become subject which give rise to indemnification by Institution under this Agreement. At the request of any of the Indemnified Fund Parties, Institution shall provide for an appropriate defense against any circumstances which may give rise to indemnification by Institution under this Agreement. In no event shall Institution be liable for demands, damages, liabilities and losses arising out of failure of its equipment or force majeure. Institution 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. In no event shall Institution be liable for demands, damages, liabilities and losses arising out of failure of its equipment or force majeure.