Common use of Indemnification of Placement Agent Clause in Contracts

Indemnification of Placement Agent. (a) The Placement Agent shall not have any duty, responsibility or obligation to the Fund or any Shareholder as a consequence of its right to receive any selling commissions or placement agent fees from the Fund in connection with any offering of Shares, except to the extent provided under applicable Federal and State law. The Placement Agent has not assumed, and will not assume, any responsibility with respect to the Fund nor will it be permitted by the Fund to assume any duties, responsibilities or obligations regarding the management, operations or any of the business affairs of the Fund, subsequent to any offering of Shares. (b) The Placement Agent shall be indemnified and held harmless by the Fund against any losses, damages, liabilities or costs (including reasonable attorneys' fees) arising from any threatened, pending or completed action, suit, claim or proceeding by any Shareholder against the Placement Agent (except as may be limited by the Act or applicable state statutes), based upon the assertion that the Placement Agent has any continuing duty or obligation, subsequent to any offering of Shares, to the Fund or any Shareholder or otherwise to monitor Fund operations or report to Investors concerning Fund operations.

Indemnification of Placement Agent. (a) The Placement Agent shall not have any duty, responsibility or obligation to the Fund or any Shareholder as a consequence of its right to receive any selling commissions or placement agent fees from the Fund in connection with any offering of Shares, except to the extent provided under applicable Federal and State law. The Placement Agent has not assumed, and will not assume, any responsibility with respect to the Fund nor will it be permitted by the Fund to assume any duties, responsibilities or obligations regarding the management, operations or any of the business affairs of the Fund, subsequent to any offering of Shares. (b) The Placement Agent shall be indemnified and held harmless by the Fund against any losses, damages, liabilities or costs (including reasonable attorneys' ’ fees) arising from any threatened, pending or completed action, suit, claim or proceeding by any Shareholder against the Placement Agent (except as may be limited by the Act or applicable state statutes), based upon the assertion that the Placement Agent has any continuing duty or obligation, subsequent to any offering of Shares, to the Fund or any Shareholder or otherwise to monitor Fund operations or report to Investors concerning Fund operations.