Common use of INDEMNITY OBLIGATIONS OF THE AGENT Clause in Contracts

INDEMNITY OBLIGATIONS OF THE AGENT. Subject to the limitations set forth in Section 13.3 and except where the Agent is entitled to indemnification under Section 14.2 hereof and with respect to “as of” transactions as set forth in Section 13.4, the Agent shall indemnify and hold the Funds, together with their respective directors, officers, employees, representatives, partners and agents, harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability, without limitation including costs and counsel fees incurred in enforcing this indemnification (each, a “Loss” and collectively “Losses”) arising out of or attributable to (a) the Agent’s refusal or failure to comply with the terms of this Agreement, (b) the Agent’s negligence, recklessness or willful misconduct, (c) the breach of any representation or warranty of the Agent hereunder or (d) subject to the provisions of Section 11(g) of this Agreement, any third party claim brought against the Funds that any of the Services or any software or other Intellectual Property used by the Agent at its facilities to provide the Services, the Agent Facilities or the Agent’s or Funds’ use thereof, infringes or otherwise violates the Intellectual Property rights of any other Person. In the event of any conflict between the terms of this Section 14.1 and those of Sections 18 and 19 of this Agreement, those of Sections 18 and 19, as they concern the FAN Web Services and the FAN Mail Services, shall control. Notwithstanding anything in the foregoing to the contrary, the Agent shall have no liability or obligation to indemnify under Section 14.1(d) for any claim which is based on (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware. In the event any Service (or one or more functions thereof) is not useable by the Funds as a result of an infringement claim, then the Agent shall be entitled to discharge its indemnification obligations by application of the remedies set forth in Section 11(g).

INDEMNITY OBLIGATIONS OF THE AGENT. Subject to the limitations set forth in Section 13.3 and except where the Agent is entitled to indemnification under Section 14.2 hereof and with respect to “"as of” " transactions as set forth in Section 13.4, the Agent shall indemnify and hold the Funds, together with their respective directors, officers, employees, representatives, partners and agents, harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability, without limitation including costs and counsel fees incurred in enforcing this indemnification (each, a “"Loss” " and collectively “"Losses”") arising out of or attributable to (a) the Agent’s 's refusal or failure to comply with the terms of this Agreement, (b) the Agent’s 's negligence, recklessness or willful misconduct, (c) the breach of any representation or warranty of the Agent hereunder or (d) subject to the provisions of Section 11(g) of this Agreement, any third party claim brought against the Funds that any of the Services or any software or other Intellectual Property used by the Agent at its facilities to provide the Services, the Agent Facilities or the Agent’s 's or Funds’ ' use thereof, infringes or otherwise violates the Intellectual Property rights of any other Person. In the event of any conflict between the terms of this Section 14.1 and those of Sections 18 and 19 of this Agreement, those of Sections 18 and 19, as they concern the FAN Web Services and the FAN Mail Services, shall control. Notwithstanding anything in the foregoing to the contrary, the Agent shall have no liability or obligation to indemnify under Section 14.1(d) for any claim which is based on (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware. In the event any Service (or one or more functions thereof) is not useable by the Funds as a result of an infringement claim, then the Agent shall be entitled to discharge its indemnification obligations by application of the remedies set forth in Section 11(g).