Common use of INDEMNITY OBLIGATIONS OF THE FUNDS Clause in Contracts

INDEMNITY OBLIGATIONS OF THE FUNDS. The Funds shall indemnify and hold the Agent, together with its directors, officers, employees, representatives, partners and agents, harmless from and against, any and all Losses which may be asserted against the Agent or for which the Agent may be held to be liable, arising out of or attributable to: (a) All actions of the Agent required to be taken by the Agent pursuant to this Agreement, provided that the Agent has acted in good faith and with due diligence and reasonable care; (b) The Funds’ refusal or failure to comply with the terms of this Agreement, the Funds’ negligence or willful misconduct, or the breach of any representation or warranty of the Funds hereunder, or any time lapse between the issuance of notification of any stop order to the Funds and the Funds’ notification thereof to the Agent as set forth in Section 9.1; (c) Actions, or omissions to act, by a Fund or agents designated by the Fund with respect to duties assumed by the Fund pursuant to Section 7; (d) The good faith reliance by the Agent on, or the carrying out of (i) Instructions, or (ii) any Data or Records included in Communications (including without limitation Inbound Communications) received from, or which have been prepared and/or maintained by an Authorized Person of the Fund; provided, in any such event, the Agent has complied with the related Security Procedures in all respects with regard to such Instructions, Orders, Data, Records or Communications; (e) Defaults by Intermediaries or Shareholders with respect to payments for Orders previously entered in the Agent’s Facilities; (f) The Agent’s performance of Exception Services except where the Agent acted or omitted to act in bad faith, with reckless disregard of its obligations or with gross negligence; (g) The Funds’ errors and mistakes in the use of the Agent Facilities and related equipment used to access the Agent Facilities, and control procedures relating thereto in the verification of output and in the remote input of Data; and (h) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of the Agent arising out of or resulting from such errors, inaccuracies and omissions in, the Funds’ records, shareholder and other records, delivered to DST hereunder by the Funds or its prior agent(s).

INDEMNITY OBLIGATIONS OF THE FUNDS. The Funds shall indemnify and hold the Agent, together with its directors, officers, employees, representatives, partners and agents, harmless from and against, any and all Losses which may be asserted against the Agent or for which the Agent may be held to be liable, arising out of or attributable to: (a) All actions of the Agent required to be taken by the Agent pursuant to this Agreement, provided that the Agent has acted in good faith and with due diligence and reasonable care; (b) The Funds’ ' refusal or failure to comply with the terms of this Agreement, the Funds’ ' negligence or willful misconduct, or the breach of any representation or warranty of the Funds hereunder, or any time lapse between the issuance of notification of any stop order to the Funds and the Funds’ ' notification thereof to the Agent as set forth in Section 9.1; (c) Actions, or omissions to act, by a Fund or agents designated by the Fund with respect to duties assumed by the Fund pursuant to Section 7; (d) The good faith reliance by the Agent on, or the carrying out of (i) Instructions, or (ii) any Data or Records included in Communications (including without limitation Inbound Communications) received from, or which have been prepared and/or maintained by an Authorized Person of the Fund; provided, in any such event, the Agent has complied with the related Security Procedures in all respects with regard to such Instructions, Orders, Data, Records or Communications; (e) Defaults by Intermediaries or Shareholders with respect to payments for Orders previously entered in the Agent’s 's Facilities; (f) The Agent’s 's performance of Exception Services except where the Agent acted or omitted to act in bad faith, with reckless disregard of its obligations or with gross negligence; (g) The Funds’ ' errors and mistakes in the use of the Agent Facilities and related equipment used to access the Agent Facilities, and control procedures relating thereto in the verification of output and in the remote input of Data; and (h) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of the Agent arising out of or resulting from such errors, inaccuracies and omissions in, the Funds’ ' records, shareholder and other records, delivered to DST hereunder by the Funds or its prior agent(s).