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 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 costs and expenses (including reasonable attorney’s fees and expenses), and any reasonable losses, damages, claims 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 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 reasonable advances or disbursements made by the 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 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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions constituting gross negligence, bad faith or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the 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 attorney’s fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions action or inaction constituting gross negligence, bad faith negligence or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian and each of its directors, officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) agents or employees for and from any and all costs and expenses (including reasonable attorney’s fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 enforcement of any provision herein or the administration or performance of the 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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions action or inaction constituting gross negligence, bad faith 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 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 attorney’s fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions action or inaction constituting gross negligence, bad faith negligence or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the 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 attorney’s fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 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 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 own actions action or inaction constituting gross negligence, bad faith or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian Custodian, and each of its officersany Foreign Sub-custodian appointed pursuant to Section 6.1 above, 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 attorney’s fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions action or inaction constituting gross negligence, bad faith negligence or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the 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 attorney’s 's fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 '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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions 's action or inaction constituting gross negligence, bad faith negligence or willful misconduct.

Indemnification; Custodian’s Lien. (a) The Company shall and does hereby indemnify and hold harmless each of the Custodian and each any Foreign Sub-custodian appointed pursuant to Section 6.1 of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) this Agreement for and from any and all costs and expenses (including reasonable and documented attorney’s fees and out-of-pocket expenses), and any reasonable 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 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, Custodian and any reasonable such Foreign Sub-custodian and any advances or disbursements made by the Custodian (including in respect of and any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, clawsuch Foreign Sub-back or the like)custodian, as a result of, relating to, or arising out of this Agreement, or the administration or performance of the Custodian’s duties hereunder, the enforcement of any provision of this Agreement, Agreement or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions 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 Custodian, and each of its officersany Foreign Sub-custodian appointed pursuant to Section 6.1 above, 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 attorney’s fees and expenses), and any reasonable and all losses, damages, claims and liabilities, that may arise, be brought against or incurred by an Indemnified Personthe Custodian, whether brought by or involving any third party or the Company 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 reasonable advances or disbursements made by the 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 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 created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s own actions action or inaction constituting gross negligence, bad faith or willful misconduct.