Common use of Indemnity by the Service Provider Clause in Contracts

Indemnity by the Service Provider. The Service Provider shall indemnify the Client and its officers, directors, employees and representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses arising out of a third party claim and relating to Service Provider’s willful default, fraud or gross negligence in the performance of its duties hereunder; except any Losses resulting from the willful default, fraud or gross negligence of the Client or its representatives.

Appears in 2 contracts

Samples: Services Agreement (Diamond Hill Funds), Services Agreement (Diamond Hill Funds)

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Indemnity by the Service Provider. The Service Provider shall indemnify the Client and its officers, directors, employees and representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses arising out of a third party claim and relating to Service Provider’s bad faith, willful defaultmisfeasance, fraud or gross negligence or reckless disregard in the performance of its duties hereunder; except any Losses resulting from the willful default, fraud or gross negligence of the Client or its representatives.

Appears in 2 contracts

Samples: Principal Financial Officer Agreement (Mirae Asset Discovery Funds), Principal Financial Officer Agreement (Mirae Asset Discovery Funds)

Indemnity by the Service Provider. The Service Provider shall will indemnify the Client Client, its affiliates and its and their respective officers, directors, directors and employees and representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses arising out of imposed on, incurred by, or asserted against the Client by a third party claim and relating to resulting from Service Provider’s willful default, fraud or gross negligence in the performance of its duties hereunder; except any Losses Loss resulting from the willful default, fraud or gross negligence of the Client or its representativesIndemnitees.

Appears in 2 contracts

Samples: Services Agreement (Hc Capital Trust), Transfer Agency Services Agreement (Hc Capital Trust)

Indemnity by the Service Provider. The Service Provider shall indemnify the Client and its officers, directors, employees and representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses arising out of a third party claim and relating to Service Provider’s (or any of its agent’s or subcontractor’s) willful default, fraud or gross negligence in the performance of its duties hereunder; except any Losses resulting from the willful default, fraud or gross negligence of the Client or its representatives.

Appears in 1 contract

Samples: Sub Transfer Agency Services Agreement (Diamond Hill Funds)

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Indemnity by the Service Provider. The Service Provider shall will indemnify the Client Funds, the Client, and the Client’s affiliates and its respective officers, directors, employees and representatives (each, also an a Client Indemnitee”) for, and will defend and hold each Client Indemnitee harmless from, from all Losses arising out of a incurred by the Client or such person in any action or proceeding between the Client and the Service Provider or between the Client and any third party claim and relating to Service Provider’s willful default, fraud arising from or gross negligence in connection with the performance of its duties hereunder; except any Losses this Agreement and resulting from the willful default, fraud or gross negligence of the Client or its representativesService Provider.

Appears in 1 contract

Samples: Sub Administration Agreement (Turner Funds)

Indemnity by the Service Provider. The Service Provider shall will indemnify the Client Client, its affiliates and its and their respective officers, directors, employees and representatives (each, also an a Client Indemnitee”) for, and will defend and hold each Client Indemnitee harmless fromfrom each Loss, all Losses imposed on, incurred by, or asserted against the Client in connection with or arising out of a third party claim and relating to Service Provider’s willful defaultmisfeasance, fraud bad faith or gross negligence in the performance of of, or the reckless disregard of, its duties or obligations hereunder; except any Losses resulting from the willful default, fraud or gross negligence of the Client or its representatives.

Appears in 1 contract

Samples: Agency Services Agreement (Victory Portfolios II)

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