Common use of If Indemnification is Unavailable Clause in Contracts

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected Dealer, respectively, from the proceeds received in Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected Broker-Dealer, respectively, from the proceeds received in Primary the Offering pursuant to this Agreement and the relevant Selected Broker-Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected Soliciting Dealer, respectively, from the proceeds received in Primary Offering pursuant to this Agreement and the relevant Selected Soliciting Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected Soliciting Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the CompanyMaster Fund, any Feeder Fund, the Dealer Manager and the Selected Dealer, respectively, from the proceeds received in Primary Offering the primary offering of the Feeder Fund’s Shares pursuant to this Agreement and the relevant Selected Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the CompanyMaster Fund, the Feeder Fund, the Dealer Manager and the Selected Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected Participating Broker-Dealer, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Participating Broker-Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected Participating Broker-Dealer, respectively, from the proceeds received in Primary the Offering pursuant to this Agreement and the relevant Selected Participating Broker-Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Selling Agent and the Selected Participating Broker-Dealer, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Participating Broker-Dealer Agreement; oror SJ Securities, LLC , 2012 (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Selling Agent and the Selected Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerationsconsideration.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Advisor, the Dealer Manager and the Selected Participating Broker-Dealer, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Participating Broker-Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Advisor, the Dealer Manager and the Selected Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected DealerFinancial Intermediary, respectively, from the proceeds received in Primary Offering pursuant to this Agreement and the relevant Financial Intermediary Agreement or Selected Dealer Investment Advisor Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected DealerFinancial Intermediary, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Company and the Selected DealerPlacement Agent, respectively, from the proceeds received in Primary the Offering pursuant to this Agreement and the relevant Selected Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Company and the Selected DealerPlacement Agent, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerationsconsideration.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Selling Agent and the Selected Participating Broker-Dealer, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Participating Broker-Dealer Agreement; oror Source Capital Group, Inc. June 11, 2012 (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Selling Agent and the Selected Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerationsconsideration.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Selling Agent and the Selected Participating Broker-Dealer, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Participating Broker-Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Selling Agent and the Selected Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerationsconsideration.

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Company and the Selected DealerSelling Agent, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Company and the Selected DealerSelling Agent, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.consideration. MVP American Securities, LLC October 5, 2015

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Company and the Selected DealerSelling Agent, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Company and the Selected DealerSelling Agent, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.consideration. MVP American Securities, LLC September 22, 2015

If Indemnification is Unavailable. If the indemnification provided for in Section 7 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager Company and the Selected DealerSelling Agent, respectively, from the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager Company and the Selected DealerSelling Agent, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.consideration. [Selling Agent] , 2015

If Indemnification is Unavailable. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected DealerParticipating Broker, respectively, from the proceeds relative benefit received in Primary Offering the Consent Solicitation pursuant to this Agreement and the relevant Selected Dealer Participating Broker Compensation Agreement; or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected DealerParticipating Broker, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.