INDEMNIFICATION BY THE INVESTMENT MANAGER a. The Investment Manager shall indemnify the Fund, its officers and trustees and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrative Services rendered to the Fund hereunder and arising or based upon the willful misfeasance, bad faith, or negligence of the Investment Manager, its directors, officers, employees, and agents in providing Administrative Services to the Fund. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.
INDEMNIFICATION BY THE INVESTMENT MANAGER. 10.1. The Investment Manager shall indemnify the Trust and its officers and trustees, and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any service rendered to the Trust hereunder and arising or based upon the willful misfeasance, bad faith, or gross negligence of the Investment Manager, its partners, employees, and agents in the performance of its or their duties on behalf of the Trust. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.
INDEMNIFICATION BY THE INVESTMENT MANAGER. The Investment Manager on behalf of itself, the Fund, and the Distributor agrees to indemnify and hold harmless the Company and each person who controls, is controlled by or is affiliated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
INDEMNIFICATION BY THE INVESTMENT MANAGER a. The Investment Manager shall indemnify the Fund, its officers and trustees and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrative Services rendered to the Fund hereunder and arising or based upon the willful misfeasance, bad faith, or negligence of the Investment Manager, its directors, officers, employees, and agents in providing Administrative Services to the Fund. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. b. The rights under sub-section 7(d)(3)(a) hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Investment Manager may be asked to indemnify or hold the Fund, its officers, and trustees harmless, the Investment Manager shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Fund will use all reasonable care to identify and notify the Investment Manager promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Manager, but failure to do so in good faith shall not affect the rights hereunder. (e)
INDEMNIFICATION BY THE INVESTMENT MANAGER. The Investment Manager agrees to indemnify and hold harmless the Company and each person who controls, is controlled by or is affiliated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
INDEMNIFICATION BY THE INVESTMENT MANAGER. The Investment Manager shall defend, indemnify and hold harmless FPIF and its affiliates, and FPIF’s and all such affiliates’ respective employees, officers, trustees and directors (collectively, the “FPIF Indemnified Persons”) against, any and all loss, claims, damages, liabilities joint and several, expenses, judgments, fines, settlements and other amounts (“Losses”) that any FPIF Indemnified Person may incur or suffer as a result of (a) any breach by the Investment Manager of the fiduciary standards, (b) any material misrepresentation made by the Investment Manager to FPIF and (c) and material breach by the Investment Manager of Article 10.
