Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. Manager (and each of its directors, officers, employees, consultants, agents and shareholders) shall be indemnified and saved harmless by the Managed Entity from and against all liabilities and expenses (including judgements, fines, penalties, amounts paid in settlement and counsel fees), reasonably incurred in connection with any action, suit or proceeding to which Manager may hereafter be made a Party by reason of providing services hereunder to the Managed Entity provided that Manager shall not be finally adjudged in such action, suit or proceeding as liable for or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to the 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager is entitled to indemnification under this Agreement. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The provisions of Article 8 shall survive termination of this Agreement.

Indemnification of Manager. Manager (and each of its directors, officers, employees, consultants, agents and shareholders) shall be indemnified and saved harmless by the Managed Entity from and against all liabilities and expenses (including judgements, fines, penalties, amounts paid in settlement and counsel fees), reasonably incurred in connection with any action, suit or proceeding to which Manager may hereafter be made a Party by reason of providing services hereunder to the Managed Entity provided that Manager shall not be finally adjudged in such action, suit or proceeding as liable for or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to the 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager is entitled to indemnification under this Agreement. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The provisions of Article 8 shall survive termination of this Agreement.

Indemnification of Manager. The Company agrees to indemnify the Manager (and each of its directors, officers, employees, consultants, agents Manager Exculpated Party to the fullest extent permitted by law and shareholders) shall be indemnified to save and saved hold them harmless by the Managed Entity from and against in respect of all liabilities (a) fees, costs and expenses paid in connection with or resulting from any claim, action, or demand against the Company, the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including judgements, fines, penalties, amounts paid in settlement and counsel fees)or compromise (if recommended by attorneys for the Company) of any such claim, reasonably incurred in connection with any action, suit or proceeding demand; provided, however, that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach of this Agreement (beyond any applicable notice and cure period) by the Manager may hereafter be made a Party by reason of providing services hereunder to or such Manager Exculpated Party, in which event the Managed Entity provided that Manager Company shall not be finally adjudged in such action, suit obligated to so reimburse the Manager (or proceeding as liable for the Manager Exculpated Party) seeking indemnification or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to be held harmless. If a claim is raised against the 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or matters Manager as to which indemnification is claimed, provided the Manager reasonably believes that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager it is entitled to indemnification under this Agreement. The foregoing as aforesaid, then, pending any determination as to whether the Manager is in fact entitled to such indemnification, the Manager shall have the right to utilize the Assets to reimburse the Manager for the cost of indemnification defending against such claim, including, without limitation, the cost of legal counsel in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnification, then the Manager shall not be exclusive promptly reimburse the Company for any payments made to it on account of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The provisions of Article 8 shall survive termination of this Agreementsuch indemnification.

Indemnification of Manager. Except as limited by law, the LLC shall indemnify the Manager (and each member of its directorsthe Investment Committee (each, officersan “Indemnitee” and collectively, employeesthe “Indemnitees”) for all expenses, consultantslosses, agents and shareholders) shall be indemnified and saved harmless by the Managed Entity from and against all liabilities and expenses (including judgements, fines, penalties, amounts paid in settlement damages such Indemnitee actually and counsel fees), reasonably incurred incurs in connection with the defense or settlement of any actionaction arising out of or relating to the conduct of the LLC’s activities, suit or proceeding except an action with respect to which the Manager may hereafter (or a member of the Investment Committee that is also a Manager) is adjudged to be made liable for breach of a Party by reason of providing services hereunder fiduciary duty owed to the Managed Entity provided that Manager shall not be finally adjudged in such action, suit LLC or proceeding as liable for the Members under the Act or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to the 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager is entitled to indemnification under this Agreement. The foregoing right LLC shall advance the costs and expenses of defending actions against the Indemnitees arising out of or relating to the management of the LLC, provided it first receives the written undertaking of the Manager to reimburse the LLC if ultimately found not to be entitled to indemnification. The LLC acknowledges and agrees that the obligation of the LLC under this Agreement to indemnify or advance expenses to Indemnitee for the matters covered hereby shall be the primary source of indemnification and advancement of such Indemnitee in connection therewith, other than any source of indemnification and advancement provided by the Fund, which shall not be exclusive primary to the obligation of the LLC, and any obligation on the part of any other rights Indemnitee under any Other Indemnification Agreement to which Manager indemnify or advance expenses to such Indemnitee shall be secondary to the LLC’s obligation and shall be reduced by any amount that the Indemnitee may be entitled collect as a matter of law indemnification or which may be lawfully granted advancement from the LLC. If the LLC fails to Manager. The provisions of Article 8 shall survive termination of indemnify or advance expenses to an Indemnitee as required or contemplated by this Agreement, and any Person (other than the Fund or a Person acting on behalf of the Fund) makes any payment to such Indemnitee in respect of indemnification or advancement of expenses under any Other Indemnification Agreement on account of unpaid indemnification amount under this Agreement, such other Person shall be subrogated to the rights of such Indemnitee under this Agreement in respect of such unpaid amount.

Indemnification of Manager. The Manager (and each of its officers, directors, officers, employees, consultants, employees and agents and shareholders) shall be indemnified and saved harmless by the Managed Entity Fund out of the Fund Property from and against against: (a) all liabilities and expenses claims whatsoever (including judgementscosts, finescharges, penalties, amounts paid in settlement expenses and counsel fees), reasonably incurred liabilities in connection with therewith) brought, commenced or prosecuted against them for or in respect of any actionact, suit deed, matter or proceeding to which Manager may hereafter be made a Party by reason of providing services hereunder thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the Managed Entity provided execution of the duties of the Manager as herein provided; and (b) all other reasonable costs, charges, expenses and liabilities that Manager shall not be finally adjudged they sustain or incur in respect of the affairs of the Fund; other than any such actionclaims, suit or proceeding as liable for or guilty of costs, charges, expenses and liabilities resulting from wilful misconduct, bad faith, gross negligence negligence, a breach of the obligations of the Manager hereunder or reckless disregard the failure by the Manager to meet the standard of duty care set forth in Section 10.1. If any claim contemplated in this Section 10.3 shall be asserted against a person or company entitled to indemnification hereunder (an "Indemnified Person") the Indemnified Person shall notify the Trustee as soon as possible of the nature of such claim and the Trustee shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided, however, that the defence shall be through legal counsel acceptable to the 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding Indemnified Person and the failure to institute it shall be deemed its final determination; and (iii) advances that no settlement may be made by the Managed Entity against costs, expenses and fees incurred in respect Indemnified Person without the prior written consent of the matter or matters as to which indemnification is claimedTrustee. If the Trustee does not assume such defence, provided that any advance shall be made only if the Managed Entity receives advice Manager may do so. The fees and expenses of legal counsel (whether the defence is assumed by the Trustee or the Manager) shall be paid from the Fund Property as provided in this Section 8.3, but shall be reimbursed to the effect that, on Fund if the basis Manager is not entitled to indemnity in respect thereof pursuant to this Article 10. The Indemnified Person shall have the right to employ separate counsel in any proceeding described above and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the facts known Indemnified Person unless: (i) the employment of such counsel has been authorized by the Trustee; or (ii) the named parties to any such counselproceeding include the Trustee and the Indemnified Person and representation of the parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which event the person seeking fees and expenses of such advance is anticipated to achieve substantial success and on counsel shall be paid from the condition that Manager receiving such advance agrees to repay Fund Property as provided in this Section 10.3, but shall be reimbursed to the Managed Entity any amounts so advanced Fund if the Managed Entity does Indemnified Person is not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager is entitled to indemnification under indemnity in respect thereof pursuant to this Agreement. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The provisions of Article 8 shall survive termination of this Agreement10.

Indemnification of Manager. (a) The Company shall indemnify any Manager who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any threatened, pending or completed Proceeding (and each other than a Proceeding by or in the right of its directors, officers, employees, consultants, agents and shareholdersthe Company) shall be indemnified and saved harmless by reason of the Managed Entity from and fact that such Manager is or was an agent of the Company against all liabilities Losses actually and expenses (including judgements, fines, penalties, amounts paid in settlement and counsel fees), reasonably incurred by or levied against such Manager in connection with such Proceeding, unless it is determined by a court of competent jurisdiction that such Manager did not act in good faith, in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and in a manner not in violation of this Agreement or the Act, and with respect to any actioncriminal Proceeding, suit in a manner where the Manager had no reasonable cause to believe his or proceeding her conduct was unlawful. (b) The Company shall indemnify any Manager who was or is a party or is threatened to which Manager may hereafter be made a Party party to, or otherwise becomes involved in, any threatened, pending or completed Proceeding by or in the right of the Company to procure a judgment in its favor by reason of providing services hereunder the fact that such Manager is or was an agent of the Company only against Expenses actually and reasonably incurred by such Manager in connection with such Proceeding, unless it is determined by a court of competent jurisdiction that such Manager did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the Managed Entity provided that best interests of the Company. Notwithstanding any other provision hereof, no indemnification shall be made with respect to any claim, issue or matter as to which such Manager shall not have been adjudged to be finally adjudged in violation of this Agreement or the Act or otherwise liable to the Company unless and only to the extent that the court in which such Proceeding was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Manager is fairly and reasonably entitled to indemnification for such Expenses which such court shall deem proper. (c) Any indemnification under Sections 11.2(a) or 11.2(b) (unless ordered by a court as referred to in such action, suit or proceeding as liable for or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to the 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (iSection) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) advances may be made by the Managed Entity against costs, expenses and fees incurred Company only as authorized in respect the specific case upon a determination that indemnification of the matter or matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager is entitled to indemnification under this Agreement. The foregoing right proper in the circumstances because such Manager has met the applicable standard of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law conduct set forth in Sections 11.2(a) or which may be lawfully granted to Manager. The provisions of Article 8 shall survive termination of this Agreement11.2(b).