Indemnification of Trust. Ultimus agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of Ultimus’ failure to exercise reasonable care and diligence with respect to its services; provided, however that Ultimus shall have no obligation to indemnify or reimburse the Trust under this Article 8 to the extent that the Trust is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be responsible for any retention amounts required under such liability insurance policy. The Trust shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of the Trust’s own willful misfeasance, bad faith or negligence.
Appears in 10 contracts
Samples: Transfer Agent and Shareholder Services Agreement (First Western Funds Trust), Fund Accounting Agreement (First Western Funds Trust), Fund Accounting Agreement (First Western Funds Trust)
Indemnification of Trust. Ultimus agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of Ultimus’ ' failure to exercise reasonable care and diligence with respect to its services; provided, however that Ultimus shall have no obligation to indemnify or reimburse the Trust under this Article 8 to the extent that the Trust is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be responsible for any retention amounts required under such liability insurance policy. The Trust shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of the Trust’s 's own willful misfeasance, bad faith or negligence.
Appears in 6 contracts
Samples: Transfer Agent and Shareholder Services Agreement (AlphaMark Investment Trust), Fund Accounting Agreement (AlphaMark Investment Trust), Transfer Agent and Shareholder Services Agreement (AlphaMark Investment Trust)
Indemnification of Trust. Ultimus agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of Ultimus’ failure to exercise reasonable care and diligence with respect to its services; provided, however that Ultimus shall have no obligation to indemnify or reimburse the Trust under this Article 8 to the extent that the Trust is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be responsible for any retention amounts required under such liability insurance policy. The Trust shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of the Trust’s own willful misfeasance, bad faith or gross negligence.
Appears in 5 contracts
Samples: Administration Agreement (First Western Funds Trust), Administration Agreement (First Western Funds Trust), Administration Agreement (First Western Funds Trust)
Indemnification of Trust. Ultimus agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of Ultimus’ ' failure to exercise reasonable care and diligence with respect to its services; provided, however that Ultimus shall have no obligation to indemnify or reimburse the Trust under this Article 8 to the extent that the Trust is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be responsible for any retention amounts required under such liability insurance policy. The Trust shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of the Trust’s 's own willful misfeasance, bad faith or gross negligence.
Appears in 3 contracts
Samples: Administration Agreement (AlphaMark Investment Trust), Administration Agreement (RAM Funds), Administration Agreement (AlphaMark Investment Trust)
Indemnification of Trust. Ultimus agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of Ultimus’ ' failure to exercise reasonable care and diligence with respect to its services; provided, however that Ultimus shall have no obligation to indemnify or reimburse the Trust under this Article Section 8 to the extent that the Trust is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be responsible for any retention amounts required under such liability insurance policy. The Trust shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of the Trust’s 's own willful misfeasance, bad faith or negligence.
Appears in 2 contracts
Samples: Transfer Agent and Shareholder Services Agreement (RAM Funds), Fund Accounting Agreement (RAM Funds)
Indemnification of Trust. Ultimus agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of Ultimus’ ' failure to exercise reasonable care and diligence with respect to its services; provided, however that Ultimus shall have no obligation to indemnify or reimburse the Trust under this Article Section 8 to the extent that the Trust is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be responsible for any retention amounts required under such liability insurance policy. The Trust shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of the Trust’s 's own willful misfeasance, bad faith or gross negligence.
Appears in 1 contract
Samples: Administration Agreement (RAM Funds)