By the Administrator. The Administrator shall indemnify and hold the Sub-Administrator, including its affiliates and all their partners, officers, directors, trustees, employees, shareholders and agents harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
(1) The acts or omissions of any entity that contracts with and/or provides services to an Investment Company (including any adviser, sub-adviser, custodian, fund accountant, administrator other than Sub-Administrator) other than a subcontractor Sub-Administrator selects under Article 10.A. or 10.B.
(2) The reasonable reliance on or use by Sub-Administrator or its agents or subcontractors of information, records and documents in proper form which are received by Sub-Administrator or its agents or subcontractors from advisers, sub-advisers, custodian, fund accountant, or other third parties contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or
(3) All actions of the Sub-Administrator required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;
(4) The reasonable reliance by the Sub-Administrator on, or use of, information, records or documents that have been prepared and/or maintained by an Investment Company or its affiliates, Administrator or any other person or firm on a Fund's behalf; and
(5) The reasonable reliance by the Sub-Administrator on, or the carrying out by Administrator, Sub-Administrator or their agents or subcontractors, of Proper Instructions of the Investment Company or a Fund and any instructions or requests on a Fund's behalf reasonably believed by the Sub-Administrator to have been given by a person or persons authorized to give such instructions or requests. For purposes of this Article, the term "Sub-Administrator" shall include the Sub-Administrator and any of its agents and affiliates, and, in each case, the directors/trustees, officers and employees thereof; and
By the Administrator. The Administrator may not assign this Agreement without the prior written consent of the Project Company, except that the Administrator may, without such consent, assign this Agreement (i) to any Affiliate or (ii) to any Person that has (or whose obligations under this Agreement are guaranteed by an entity that has) Relevant Experience.
By the Administrator. The Administrator may not assign this Agreement without the prior written consent of the Owner, which consent may not be unreasonably withheld, except that the Administrator may, without such consent, assign or delegate any of its rights or obligations under this Agreement to any of its Affiliates (subject to any applicable requirements under the Financing Documents or Project Documents).
By the Administrator. The Administrator shall indemnify and hold the Subadministrator harmless from and against any and all losses, claims, damages, liabilities or expenses (including, but not limited to, reasonable attorneys fees and expenses) arising out of or attributable to:
(i) All actions of the Subadministrator required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;
(ii) The reasonable reliance by the Subadministrator on, or use of, information, records or documents that have been prepared and/or maintained by the Administrator or any other person or firm on a Fund's behalf; and
(iii) The reasonable reliance by the Subadministrator on, or the carrying out by the Subadministrator of, any instructions or requests on a Fund's behalf reasonably believed by the Subadministrator to have been given by a person or persons authorized to give such instructions or requests. For purposes of this Subsection 7(a), the term "Subadministrator" shall include the Subadministrator and any of its agents and affiliates, and, in each case, the directors/trustees, officers and employees thereof.
By the Administrator. Administrator and Parent, jointly and severally, shall indemnify, defend and hold the Group and its officers, shareholders, directors, employees, agents, attorneys and consultants, harmless from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys’ fees), not covered by insurance (including self-insured insurance and reserves), whenever arising or incurred, that are caused or asserted to have been caused, directly or indirectly, by or as a result of the performance of any intentional acts, negligent acts or omissions by Administrator, Parent or Affiliates and/or any of their respective shareholders, employees and/or subcontractors (other than the Group or its employees) during the term of this Agreement. Provided, however that in the event an indemnification obligation under the preceding sentence arises as a result of any act or omission of a person who is an officer, shareholder or other equity holder, director, employee, agent, attorney or consultant of the Group (other than in connection with the activities of the Joint Planning Board), such person shall not be entitled to indemnification in connection therewith and any other adjustment as is equitable shall be made to Administrator’s or Parent’s indemnification obligation arising thereby.
By the Administrator. The Administrator may not assign this Agreement without the prior written consent of the Company.
