Indemnity by the Service Provider. The Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors and employees (each, an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses imposed on, incurred by, or asserted against the Client by a third party resulting from Service Provider’s willful default, fraud or negligence except any Loss resulting from the willful default, fraud or negligence of the Client or its Indemnitees.
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 will shall indemnify the Client, its affiliates Client and its and their respective officers, directors directors, employees and employees representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses imposed on, incurred by, or asserted against the Client by arising out of a third party resulting from claim and relating to Service Provider’s willful default, fraud or gross negligence in the performance of its duties hereunder; except any Loss Losses resulting from the willful default, fraud or gross negligence of the Client or its Indemniteesrepresentatives.
Appears in 2 contracts
Samples: Services Agreement (Diamond Hill Funds), Services Agreement (Diamond Hill Funds)
Indemnity by the Service Provider. The Service Provider will shall indemnify the Client, its affiliates Client and its and their respective officers, directors directors, employees and employees representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses imposed on, incurred by, or asserted against the Client by arising out of a third party resulting from 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 Loss Losses resulting from the willful default, fraud or gross negligence of the Client or its Indemniteesrepresentatives.
Appears in 1 contract
Samples: Sub Transfer Agency Services Agreement (Diamond Hill Funds)
Indemnity by the Service Provider. The Service Provider will indemnify the Funds, the Client, its and the Client’s affiliates and its and their respective officers, directors directors, employees and employees representatives (each, an a “Client Indemnitee”) for, and will defend and hold each Client Indemnitee harmless from, from all Losses imposed on, incurred by, or asserted against by the Client by a or such person in any action or proceeding between the Client and the Service Provider or between the Client and any third party resulting arising from Service Provider’s willful default, fraud or negligence except any Loss in connection with the performance of this Agreement and resulting from the willful default, fraud or negligence of the Client or its IndemniteesService Provider.
Appears in 1 contract
Indemnity by the Service Provider. The Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors directors, employees and employees representatives (each, 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 by a third party resulting from in connection with or arising out of Service Provider’s willful defaultmisfeasance, fraud bad faith or negligence except any Loss resulting from in the willful defaultperformance of, fraud or negligence of the Client reckless disregard of, its duties or its Indemniteesobligations hereunder.
Appears in 1 contract
Samples: Transfer Agency Services Agreement (Victory Portfolios II)