Common use of SERVICE PROVIDER Indemnification Clause in Contracts

SERVICE PROVIDER Indemnification. Company shall indemnify, defend, protect and hold harmless Service Provider and its directors, officers, employees, controlling persons and agents from and against any claim, demand, action, loss, damage, liability, cost, charge, reasonable counsel fees, and expense of any nature (collectively "Loss") they incur arising out of: (i) an inaccuracy or omission in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, brochure, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any Affiliate); (ii) any breach by Company of this Agreement, except to the extent such Loss results from Service Provider's breach of this Agreement, willful misconduct or negligence; (iii) the negligence or willful misconduct of Company or any Fund.

SERVICE PROVIDER Indemnification. Company shall indemnify, defend, protect and hold harmless Service Provider and its directors, officers, employees, controlling persons and agents from and against any claim, demand, action, loss, damage, liability, cost, charge, reasonable counsel fees, and expense of any nature (collectively "Loss") they incur arising out of: (i) an inaccuracy or omission in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, brochure, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any Affiliate); (ii) any breach by Company of this Agreement, except to the extent such Loss results from Service Provider's breach of this Agreement, willful misconduct or negligence; (iii) the negligence or willful misconduct of Company or any Fund.