Common use of Exclusion of Indemnification Clause in Contracts

Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Disqualifying Conduct of the Trustee or officer of the Trust, and in accordance therewith, no indemnification shall be provided hereunder to a Trustee or officer of the Trust: (i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the Proceeding was brought that the Trustee or officer engaged in Disqualifying Conduct; (ii) with respect to any matter as to which the Trustee or officer shall have been finally adjudicated not to have acted in good faith or in the reasonable belief that the action of the Trustee or officer was in, or not opposed to, the best interest of the Trust; or (iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraphs (b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in Disqualifying Conduct (A) by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee or officer did not engage in such conduct; (B) by vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (C) by written opinion of independent legal counsel.

Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Disqualifying Conduct of the Trustee or officer of the Trust, and in accordance therewith, no indemnification shall be provided hereunder to a Trustee or officer of the Trust: (i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the Proceeding was brought that the Trustee or officer engaged in Disqualifying Conduct; (ii) with respect to any matter as to which the Trustee or officer shall have been finally adjudicated not to have acted in good faith or in the reasonable belief that the action of the Trustee or officer was in, or not opposed to, the best interest of the Trust; or (iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraphs (b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in Disqualifying Conduct (A) (by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee or officer did not engage in such conduct; (B) by vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (C) by written opinion of independent legal counsel.

Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Disqualifying Conduct of the Trustee or officer of the Trust, and in accordance therewith, no indemnification shall be provided hereunder to a Trustee or officer of the Trust: (i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the Proceeding was brought that the Trustee or officer engaged in Disqualifying Conduct; (ii) with respect to any matter as to which the Trustee or officer shall have been finally adjudicated not to have acted in good faith or in the reasonable belief that the action of the Trustee or officer was in, or not opposed to, the best interest of the Trust; or (iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraphs (b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in Disqualifying Conduct: (A) by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee or officer did not engage in such conduct; (B) by vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (C) by written opinion of independent legal counsel.