Common use of Certain Limits on Indemnification Clause in Contracts

Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: (a) indemnification hereunder if the Proceeding was one by or in the right of the Trust and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Trust; (b) indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 11 of this Agreement, or (ii) the Declaration of Trust of the Trust (the “Declaration of Trust”) or Bylaws of the Trust (the “Bylaws”), or a resolution of the Board of Trustees or an agreement approved by the Board of Trustees to which the Trust is a party expressly provide otherwise.

Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: (a) indemnification hereunder if the Proceeding was one by or in the right of the Trust and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Trust; (b) indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 11 12 of this Agreement, or (ii) the Declaration of Trust of the Trust (the “Declaration of Trust”) or Bylaws of the Trust (the “Bylaws”), or a resolution of the Board of Trustees or an agreement approved by the Board of Trustees to which the Trust is a party expressly provide otherwise.

Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: (a) indemnification hereunder if the Proceeding was one by or in the right of the Trust Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Trust;Company; or (b) indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 11 12 of this Agreement, or (ii) the Declaration Company’s declaration of Trust trust or Bylaws, a resolution of the Trust (shareholders entitled to vote generally in the “Declaration election of Trust”) trustees or Bylaws of the Trust (the “Bylaws”), or a resolution of the Board of Trustees or an agreement approved by the Board of Trustees to which the Trust Company is a party expressly provide otherwise.