Common use of Liability of the Client to the Custodian Clause in Contracts

Liability of the Client to the Custodian. The Client agrees to (i) indemnify the Custodian for all losses, costs, damages, Taxes and expenses (including reasonable legal fees and disbursements) (each referred to as a “Loss”) incurred by the Custodian arising in connection with the Client’s failure to perform any obligation of the Client under this Agreement or arising from or in connection with the Custodian’s appointment or performance under this Agreement and (ii) defend and hold the Custodian harmless from or in connection with any Loss imposed on, incurred by, or asserted against the Custodian (directly or through any of its Agents) or otherwise arising in connection with or arising out of any claim, action or proceeding by any third party except any Loss resulting from the Custodian’s or any Agent’s failure to satisfy its obligation of due skill, care and diligence as provided in this Agreement, negligence, gross negligence, willful misconduct, or violation of applicable laws and regulations (collectively, “Excluded Claims”). Custodian shall defend, indemnify and hold harmless the Client from and against all Losses, including reasonable counsel fees and expenses, relating to or arising out of any Excluded Claims. The indemnified party shall, in the case of a contested matter subject to indemnification: (i) give the indemnifying party prompt written notice of such claim; and (ii) allow the indemnifying party to control, and fully cooperate with the indemnifying party (at the indemnifying party’s sole expense) in, the defense and all related negotiations. The indemnifying party shall not enter into any stipulated judgment or settlement that purports to bind the indemnified party without the indemnified party’s express written consent, which shall not be unreasonably withheld or delayed. This section shall survive the termination of this Agreement.