Common use of Company Agreement to Indemnify Clause in Contracts

Company Agreement to Indemnify. (i) The Company shall indemnify, hold harmless, and defend the Portfolio Manager and the Portfolio Manager Parties from and against any loss, liability, claim, demand, damage, cost, and expense (including reasonable attorneys’ and accountants’ fees and expenses) (collectively, “Losses”), to which an indemnified party may become subject in respect of the Company (including in connection with the defense or settlement of claims and in connection with any administrative proceedings), arising out of or based upon this Agreement or the Portfolio Manager’s activities on behalf of the Company; provided that such Losses did not arise from the Portfolio Manager’s Bad Acts. (ii) Reasonable and necessary expenses incurred by an indemnified party under this Section 9(b) in defending a threatened or asserted claim or a threatened or pending action shall be paid by the indemnifying party in advance of final disposition or settlement of such matter, if and to the extent that the person on whose behalf such expenses are paid shall agree in writing to reimburse the indemnifying party in the event indemnification is not permitted hereunder upon final disposition or settlement.