Failure to Make Timely Determination. If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
Failure to Make Timely Determination. Subject to paragraph (a) of this Section 6, if the person or persons empowered or selected to determine whether the Trustee is entitled to indemnification or advancement of Expenses (other than determinations that are made or to be made by a court) shall not have made such determination within thirty (30) days after receipt by the Trust of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, (ii) a prohibition of such indemnification or advancements under applicable law or the Declaration of Trust or the Trust’s by-laws, (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied, or (iv) a subsequent Final Adjudication or, in a matter disposed of without a Final Adjudication, determination pursuant to subsection (h) of Section 6, that the Trustee is not entitled to indemnification under this Agreement; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty (30) days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto. Any assertion under clauses (i), (ii), or (iii) of this Section 6(c) shall be made in writing, specify the basis for the assertion, and be delivered to the Trustee within thirty (30) days after receipt by the Trust of the request for indemnification or advancement of Expenses (or any extension of such period provided under this Section 6(c)). The Trustee shall be entitled to adjudication of such assertion in an appropriate court of the State of Delaware or any other court of competent jurisdiction.
Failure to Make Timely Determination. Subject to paragraph (a) of Section 5, if the person or persons empowered or selected to determine whether the Trustee is entitled to indemnification or advancement of Expenses (other than determinations that are made or to be made by a court) shall not have made such determination within 150 days after receipt by the Trust of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, (ii) a prohibition of such indemnification or advancement under applicable law or the Trust’s Agreement and Declaration of Trust or By-Laws, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security; provided, however, that the Trust, in its sole discretion, may extend such period for a reasonable period of time, not to exceed an additional 60 days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
Failure to Make Timely Determination. If the person or persons empowered or selected under Sections 2 or 3 to determine whether the Trustee is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Trust of the request therefor, the Trustee may select an attorney (1) who possesses 1940 Act experience and (2) whose selection is approved by the trustees who are not “interested persons” of the Trust under the 1940 Act; provided, however, that such thirty-day period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto and provide written notice to the Trustee of the need for such an extension.
Failure to Make Timely Determination. If the person or persons empowered or selected under subparagraphs (c) or (d) to determine whether the Director is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Director shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Director of a material fact, or an intentional omission of a material fact necessary to make the Director’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
Failure to Make Timely Determination. If the person or persons empowered or selected under Sections 2 or 3 to determine whether the Trustee is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days of receipt of the request by the Trust, the Trustee may select an attorney: (1) who possesses 1940 Act experience and (2) whose selection is approved by the Independent Trustees; provided, however, that such thirty-day period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto and provide written notice to the Trustee of the need for such an extension.
Failure to Make Timely Determination. If the person or persons empowered or selected to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of Indemnitee's request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a knowing misstatement by Indemnitee of a material fact, or knowing omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with Indemnitee's request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating to such determination; provided further, that the 60-day limitation set forth in this Section shall not apply and such period shall be extended as necessary (i) if within 30 days after receipt by the Company of Indemnitee's request for indemnification Indemnitee and the Company have agreed, and the Board has resolved, to submit such determination to the stockholders of the Company for their consideration at a meeting of stockholders to be held within 90 days after such agreement and such determination is made thereat.
Failure to Make Timely Determination. Subject to paragraph (a) of Section 5, if the person or persons empowered or selected to determine whether the Indemnitee is entitled to indemnification or advancement of Expenses (other than determinations that are made or to be made by a court) shall not have made such determination within 150 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Indemnitee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Indemnitee of a material fact, or an intentional omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, (ii) a prohibition of such indemnification or advancement under applicable law or the Company’s certificate of incorporation or by-laws, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security; provided, however, that the Company, in its sole discretion, may extend such period for a reasonable period of time, not to exceed an additional 60 days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
Failure to Make Timely Determination. Subject to paragraph (a) of Section 5, if the person or persons empowered or selected under Section 1 or Section 2 to determine whether the Trustee is entitled to indemnification or advancement of Expenses (other than determinations that are made or to be made by a court) shall not have made such determination within thirty days after receipt by the relevant Trust of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Trustee shall be entitled to such indemnification or advancement, absent (i) an adjudication by an appropriate court of The Commonwealth of Massachusetts or any other court of competent jurisdiction finding an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, (ii) a prohibition of such indemnification or advancements under applicable law, (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security that has not been satisfied, or (iv) a subsequent Final adjudication or, in a matter disposed of without a Final adjudication, determination pursuant to subsection (b) of Section 1 that the Trustee is not entitled to indemnification under this Agreement; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to
Failure to Make Timely Determination. The determination whether the Trustee is entitled to advancement of Expenses shall be made within thirty days after receipt by the Trust of the request therefor; provided, however, that such thirty-day period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require(s) such additional time to obtain or evaluate documentation or information relating thereto and provide(s) written notice to the Trustee of the need for such an extension. The determination whether the Trustee is entitled to indemnification shall be made within six months after receipt by the Trust of the request therefor; provided, however, that such six-month period may be extended for a reasonable period of time, not to exceed an additional sixty days, if the person or persons making the determination in good faith require(s) such additional time to obtain or evaluate documentation or information relating thereto and provide(s) written notice to the Trustee of the need for such an extension.
