Common use of Indemnification of Advisor Clause in Contracts

Indemnification of Advisor. a. Subject to sections (b)-(d) below, the Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement and the Advisor and its Affiliates will be held harmless for any loss of liability suffered by the Advisees. b. The Advisees shall not indemnify the Advisor or its Affiliates for any liability loss suffered by the Advisor or its Affiliates, nor shall it hold the Advisor or its Affiliates harmless for any loss or liability suffered by the Advisees unless all of the following conditions are met: (i) the Advisor or its Affiliates determined in good faith that the course of conduct which caused the loss or liability was in the best interests of the Advisees, (ii) the Advisor or its Affiliates were acting on behalf of the Advisees or performing services for the Advisees, (iii) such liability or loss or expense was not the result of negligence or misconduct on the part of the Advisor or its Affiliates and (iv) such indemnification or agreement to hold harmless shall be recoverable only out of the net assets of the Advisees and not from the stockholders, partners or members of the Advisees. c. Not withstanding anything to the contrary in subsection b, the Advisees shall not indemnify the Advisor or its Affiliates or any persons acting as a broker-dealer for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the matter has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority as to indemnification for violations of securities law. d. The Advisees will advance amounts to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Advisees, (ii) the legal action is initiated by a third party who is not a Stockholder or is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves the advancement and (iii) the Advisor or its Affiliates undertake in writing to repay the advanced funds to the Advisees, together with the applicable legal rate of interest thereon, in cases in which such the Advisor or its Affiliates are found not to be entitled to indemnification.

Indemnification of Advisor. a. Subject to sections (b)-(d) below, the Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement and the Advisor and its Affiliates will be held harmless for any loss of liability suffered by the Advisees. b. The Advisees shall not indemnify the Advisor or its Affiliates for any liability loss suffered by the Advisor or its Affiliates, nor shall it hold the Advisor or its Affiliates harmless for any loss or liability suffered by the Advisees unless all of the following conditions are met: (i) the Advisor or its Affiliates determined in good faith that the course of conduct which caused the loss or liability was in the best interests of the Advisees, (ii) the Advisor or its Affiliates were acting on behalf of the Advisees or performing services for the Advisees, (iii) such liability or loss or expense was not the result of negligence or misconduct on the part of the Advisor or its Affiliates and (iv) such indemnification or agreement to hold harmless shall be recoverable only out of the net assets of the Advisees and not from the stockholders, partners or members of the Advisees. c. Not withstanding Notwithstanding anything to the contrary in subsection b, the Advisees shall not indemnify the Advisor or its Affiliates or any persons acting as a broker-dealer for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the matter has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority as to indemnification for violations of securities law. d. The Advisees will advance amounts to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Advisees, (ii) the legal action is initiated by a third party who is not a Stockholder or is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves the advancement and (iii) the Advisor or its Affiliates undertake in writing to repay the advanced funds to the Advisees, together with the applicable legal rate of interest thereon, in cases in which such the Advisor or its Affiliates are found not to be entitled to indemnification.

Indemnification of Advisor. a. Subject The Company agrees to sections (b)-(d) below, the Advisees shall indemnify the and hold Advisor and each of its Affiliates affiliates, directors, officers, employees and agents and any person controlling (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) any such person or entity (hereinafter referred to collectively as the "Indemnified Persons") harmless against and from any and all losses, claims, damages, liabilities, joint or several, suffered or incurred by, or asserted against, any Indemnified Person (including any amounts paid in settlement of any action, suit or proceeding brought or threatened to be brought, if such settlement is effected with the written consent of the Company) under any of the federal securities laws, under any other statute, common law, or otherwise, which arises in connection with or is based upon any document provided by the Company or transaction entered into by Company contemplated by this Agreement, and to reimburse each Indemnified Person for any loss travel, legal or other out-of-pocket expenses (including the cost of any investigation and preparation) reasonably incurred by such Indemnified Person in connection with any action, suit, preceding or claim ("Litigation") for which indemnification under the preceding clause may be sought (including the fees of counsel of such Indemnified Person's choice retained in connection with investigating or defending against Litigation); provided, however, that there shall be excluded from such indemnification and reimbursement any such loss, claim, expense, damage or liability arising out of any or based upon the breach of their acts Advisor's contractual duties to the Company hereunder or omissions in connection with this Agreement and the Advisor and its Affiliates will simple negligence of the Indemnified Persons; provided, further, that the Company shall not be held harmless liable for any loss loss, claim, damage or liability resulting from any settlement entered into by an Indemnified Person without the written consent of liability suffered by the Advisees. b. The Advisees Company as set forth above; provided, further, that this indemnity shall not indemnify apply to any loss, claim, damage, liability or expense resulting from information about an Indemnified Person furnished by such Indemnified Person for use in any offering or disclosure documentation prepared for use in any financing transaction or Business Arrangement contemplated hereby. The Company shall be notified by any Indemnified Person seeking indemnification by registered letter, of any action commenced against such Indemnified Person, within a reasonable time after such Indemnified Person shall have been served with the Advisor summons or its Affiliates for any liability loss suffered by the Advisor other first legal process or its Affiliates, nor shall it hold the Advisor or its Affiliates harmless for any loss or liability suffered by the Advisees unless all have received written notice of the following conditions are met: (i) the Advisor or its Affiliates determined threat of a claim in good faith that the course respect of conduct which caused the loss or liability was in the best interests of the Adviseesan indemnity may be claimed, (ii) the Advisor or its Affiliates were acting on behalf of the Advisees or performing services for the Advisees, (iii) such liability or loss or expense was not the result of negligence or misconduct on the part of the Advisor or its Affiliates and (iv) such indemnification or agreement to hold harmless shall be recoverable only out of the net assets of the Advisees and not from the stockholders, partners or members of the Advisees. c. Not withstanding anything to the contrary in subsection b, the Advisees shall not indemnify the Advisor or its Affiliates or any persons acting as a broker-dealer for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations giving information as to the particular Indemniteenature and basis of the claim, (ii) such claims but failure so to notify the Company shall not relieve the Company from any liability which it may have been dismissed with prejudice on the merits by a court of competent jurisdiction as hereunder or otherwise except to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement extent that such failure so to notify the Company materially prejudices the rights of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the matter has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority as to indemnification for violations of securities law. d. Company. The Advisees will advance amounts to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Advisees, (ii) the legal action is initiated by a third party who is not a Stockholder or is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves the advancement and (iii) the Advisor or its Affiliates undertake in writing to repay the advanced funds to the Advisees, together with the applicable legal rate of interest thereon, in cases in which such the Advisor or its Affiliates are found not to Company shall be entitled to indemnificationparticipate at its own expense in the defense, and if the Company so elects within a reasonable time after receipt of such notice, or if all Indemnified Persons seeking indemnification on such notice so direct, the Company shall assume the defense of any Litigation brought to enforce any such claim, and in either such case, such defense shall be conducted by counsel chosen promptly by the Company and reasonably satisfactory to Advisor; provided, however, that, if the defendants in any such action include both an Indemnified Person and the Company and such Indemnified Person shall have been advised by its counsel that there may be legal defenses available to such Indemnified Person which are different from or additional to those available to the Company, and which in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent both the Company and such Indemnified Person, such Indemnified Person shall have the right to employ his own counsel in such Litigation, and in such event the reasonable fees and expenses of such counsel shall be borne by the Company. The foregoing indemnity and reimbursement agreement shall be in addition to any other rights which an Indemnified Person may have at common law or otherwise.

Indemnification of Advisor. a. Subject to sections (b)-(d) below, the The Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement and the Advisor and its Affiliates will be held harmless for any loss of liability suffered by the Advisees. b. The Advisees shall ; provided that (i) the Board of Directors must have determined, in good faith, that such course of conduct was in the best interests of an Advisee and did not indemnify the Advisor constitute negligence or its Affiliates for any liability loss suffered misconduct by the Advisor or its Affiliates, nor shall it hold the Advisor or its Affiliates harmless for any loss or liability suffered by the Advisees unless all of the following conditions are met: (i) the Advisor or its Affiliates determined in good faith that the course of conduct which caused the loss or liability was in the best interests of the Advisees, ; (ii) such conduct was within the Advisor or its Affiliates were acting on behalf scope of authority of the Advisees or performing services for the Advisees, Advisor; and (iii) such liability or loss or expense was not the result of negligence or misconduct on the part of the Advisor or its Affiliates and (iv) any such indemnification or agreement to hold harmless shall be recoverable only out of from the net assets of the Advisees and not from the assets of the stockholders, partners or members directors of the Advisees. c. Not withstanding anything to , as the contrary in subsection bcase may be. Notwithstanding the foregoing, the Advisees shall not indemnify the Advisor or its Affiliates or any persons acting as a broker-dealer shall not be indemnified for any lossesliability, liabilities loss or expenses arising from damage incurred by the Advisor or out of an alleged violation of its Affiliates in connection with any claim or settlement involving allegations that federal or state securities laws were violated by such party unless one the Advisor or more of the following conditions are metits Affiliates unless: (ia) there has been a the Advisor or its Affiliates seeking indemnification are successful adjudication in defending such action on the merits of each count involving alleged securities law violations as to the particular Indemnitee, violations; or (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee jurisdiction; or (iiic) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee the Advisor or its Affiliates seeking indemnification involving securities law violations and finds that indemnification of the settlement and related costs should be made, and the court considering the matter has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority as to indemnification for violations of securities law. d. The Advisees will advance amounts to the Advisor ; or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which (d) indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Advisees, (ii) the legal action is initiated specifically approved by a third party who is not a Stockholder or is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves the advancement and (iii) the Advisor or its Affiliates undertake in writing to repay the advanced funds to the Advisees, together with the applicable legal rate of interest thereon, in cases in which each such the Advisor or its Affiliates are found not to be entitled to indemnificationcase.