Common use of Indemnification; Custodian’s Lien Clause in Contracts

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its their officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) ), for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses)expenses of attorneys, agents and experts) and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person Person, whether brought by or involving the Company or any third party or the Company and whether direct, indirect indirect, or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s duties of the Custodian and the Document Custodian’s duties Custodian hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and ), the Custodian and the Document Custodian created hereby, including the enforcement of any indemnification rights hereunder, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s ’s, as applicable, own action or inaction constituting gross negligence, bad faith, fraud negligence or willful misconductmisconduct on its part.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns and any Foreign Sub-custodian appointed pursuant to Section 6.1 above (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party the Custodian or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any SubsidiaryDocument Custodian, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-claw back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and Custodian, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Cash Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, including the enforcement of any indemnification rights hereunder, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud faith or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, Custodian (any Foreign Sub-custodian appointed pursuant to Section 6.1 above) and the Document Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party the Custodian or the Company and Document Custodian, as applicable, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian Custodian, as applicable (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian Custodian, as applicable, created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud negligence or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its affiliates, officers, directors, employees, attorneys, shareholders, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expensesexpenses of counsel, agents and experts), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and whether direct, indirect indirect, punitive or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any SubsidiarySubsidiary whether brought by or involving any third party or the Company or the enforcement of any indemnification obligations hereunder, and any advances or disbursements made by the Custodian or the Document Custodian an Indemnified Person (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud gross negligence or willful misconductmisconduct and in breach of this Agreement.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its directors, officers, directors, agents or employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by the Custodian, its directors, officers, agents or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiaryemployees, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Custodial Account overdraft, returned deposit item, chargeback, provisional credit, {00120371; v1} - 28 - 49298698.4 settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions or inactions constituting gross negligence or willful misconduct as determined by the Document final judgment of a court of competent jurisdiction, no longer subject to appeal or review. (b) If the Company requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or Securities for any purpose (including but not limited to Securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own action or inaction constituting gross negligence, bad faith, fraud negligence or willful misconduct., or if the Company fails to compensate or pay the Custodian pursuant to the term of this Agreement, any cash at any time held for the account of the Company shall be security therefor and should the Company fail to repay the Custodian promptly (or, if specified, within the time frame provided herein), the Custodian shall be entitled to utilize available cash to the extent necessary to obtain reimbursement. 9.5

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its their officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) ), for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses)expenses of attorneys, agents and experts) and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person Person, whether brought by or involving the Company or any third party or the Company and whether direct, indirect indirect, or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s duties of the Custodian and the Document Custodian’s duties Custodian hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and ), the Custodian and the Document Custodian created hereby, including the enforcement of any indemnification rights hereunder, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s ’s, as applicable, own action or inaction constituting gross negligence, bad faith, fraud faith or willful misconductmisconduct on its part.

Indemnification; Custodian’s Lien. (a) The Company Fund shall and does hereby indemnify and fully indemnify, hold harmless each of and defend the Custodian, the Document Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims and liabilities whether or not involving a third party (whether brought by or involving the Company or any third party) and liabilitiescollectively, “Damages”), that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company Fund (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than as provided in this Agreement or such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s breach of the standard of care in Section 8 of this Agreement or breach of this Agreement. The Fund shall and does hereby further fully indemnify, hold harmless and defend the Document CustodianCustodian for and from any and all Damages to the extent they arise out of (i) the Fund’s own action selection of the storage provider, (ii) the Fund’s direction to the Custodian to enter into any Storage Agreement, (iii) the breach by the storage provider under any Storage Agreement, (iv) the actions or inaction constituting gross negligenceomissions of a storage provider under any Storage Agreement with respect to the storage of Whole Artwork, bad faith, fraud (v) any limitation of liability under any Storage Agreement or willful misconduct(vi) any indemnification the Custodian provides to the storage provider or any other indemnified party under any Storage Agreement.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expensesexpenses of attorneys, agents and experts), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud negligence or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian any Foreign Sub-custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian any Foreign Sub-custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document Custodian’s own action or inaction constituting gross negligence, bad faith, fraud or willful misconduct.