Common use of Indemnity to the Client Clause in Contracts

Indemnity to the Client. The Custodian agrees to indemnify the Client, on behalf of a Portfolio, (including without limitation each and any of its respective officers, directors, employees, and representatives) for all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client or such person in any action or proceeding between the Client and the Custodian or between the Client, on behalf of a Portfolio, and any third party) arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client, on behalf of a Portfolio, in connection with or arising out of the Custodian’s failure to exercise its standard of care under this Agreement, including the negligence, willful misconduct or fraud of the Custodian, any Subcustodian or Administrative Support Provider, or any of their nominees, agents or delegates; provided, however, the obligation of the Custodian for any Loss shall not exceed the direct damages specified in Section 9 hereof.

Indemnity to the Client. The Custodian agrees to indemnify the Client, on behalf of a Portfolio, (including without limitation each and any of its respective officers, directors, employees, and representatives) for all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client or such person in any action or proceeding between the Client and the Custodian or between the Client, on behalf of a Portfolio, and any third party) arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client, on behalf of a Portfolio, in connection with or arising out of (i) the Custodian’s failure to exercise its standard of care under this Agreement, including the negligence, willful misconduct or fraud of the Custodian, any Subcustodian or Administrative Support Provider, or any of their nominees, agents or delegates; provided, however, the obligation of the Custodian for any Loss shall not exceed the direct damages specified in Section 9 hereof11 hereof or (ii) the Custodian’s breach of material representations and warranties.

Indemnity to the Client. The Custodian agrees to promptly indemnify the Client, on behalf of a PortfolioFund, (including without limitation each and any of its respective officers, directors, employees, and representatives) for all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client or such person in any action or proceeding between the Client and the Custodian or between the Client, on behalf of a PortfolioFund, and any third party) arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client, on behalf of a PortfolioFund, in connection with or arising out of (i) the Custodian’s failure to exercise its standard of care under this Agreement, including the negligence, willful misconduct or fraud of the Custodian, any Subcustodian or Subcustodian, any Administrative Support Provider, or any of their nominees, agents or delegates; provided, however, the obligation of the Custodian for any Loss shall not exceed the direct damages specified in Section 9 hereof14 hereof or (ii) the Custodian’s breach of material representations and warranties.