Indemnification of the Administrator. Subject to Section 8, the Administrator and its officers, directors, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)) and any other person or entity Affiliated with, or acting on behalf of, the Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an administrator of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations as administrator for the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Articles of Incorporation, the 1940 Act, the laws of the State of Maryland or the provisions of Section II.G of the Omnibus Guidelines published by the North American Securities Administrators Association on March 29, 1992, as it may be amended from time to time.
Indemnification of the Administrator. The Company shall indemnify, defend, and protect the Administrator (and its members and the Administrator’s and its members’ officers, managers, agents, employees, committee members, controlling persons, members, and any other person or entity affiliated with the Administrator or any of the foregoing, including without limitation the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened, or completed action, suit, investigation, or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to assets of the Company. Notwithstanding the foregoing, absent a court determination that the person seeking indemnification was not liable by reason of “disabling conduct” within the meaning of Section 17(h) of the Investment Company Act, the decision by the Company to indemnify such person shall be based upon the reasonable determination, based upon a review of the facts, that such person was not liable by reason of such disabling conduct, by (a) the vote of a majority of a quorum of directors of the Company who are neither “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act nor parties to...
Indemnification of the Administrator. The Administrator and any person who, at the request of the Administrator, is serving or shall have served as a director, officer, employee, advisor, partner, consultant, agent or subcontractor of the Administrator shall be indemnified and saved harmless by the Trust against all losses (other than loss of profit), claims, damages, liabilities, obligations, costs and expenses (including judgments, fines, penalties, amounts paid in settlement and counsel and accountants’ fees) of whatsoever kind or nature incurred by, borne by or asserted against any of such indemnified parties in any way arising from and related in any manner to the provision of services and the performance of obligations by the Administrator pursuant to this Agreement, unless such indemnified party is found liable for or guilty of fraud, wilful default or gross negligence. The foregoing right of indemnification shall not be exclusive of any other rights to which the Administrator or any person referred to in this Section 4.7 may be entitled as a matter of law or equity or which may be lawfully granted to him.
Indemnification of the Administrator. The Administrator (so long as the Administrator is an employee or a committee of employees of the Employer) shall be held harmless and indemnified by the Employer against all claims, damages, judgments, settlements, and other liabilities, including attorney’s fees and expenses reasonably incurred in the defending of all claims, arising by reason of any act or failure to act made in good faith and consistent with the applicable standard of care in the administration of this Plan.
Indemnification of the Administrator. Whether or not the transactions contemplated hereby are consummated, each Lender shall severally indemnify upon demand each of the Administrator and its Affiliates (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so as otherwise provided herein), pro rata, based on the amount of the Loans funded by such Lender, and hold harmless each of the Administrator and its Affiliates from and against any and all Indemnified Amounts incurred by it; provided, however, that no Lender shall be liable for the payment to any of the Administrator and its Affiliates of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. Without limitation of the foregoing, each Lender shall severally reimburse the Administrator upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Administrator in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrator is not reimbursed for such expenses by or on behalf of the Borrower as otherwise provided herein. The undertaking in this Section 12.7 shall survive payment on the Final Payout Date and the resignation or replacement of the Administrator.
Indemnification of the Administrator. The Administrator shall be indemnified by the Company against any and all liabilities, settlements, judgments, losses, costs, and expenses (including reasonable legal fees and expenses) of whatever kind and nature which may be imposed on, incurred by or asserted against the Administrator by reason of the performance or nonperformance of a Administrator function if such action did not constitute gross negligence or willful misconduct. The foregoing right of indemnification shall be in addition to other rights the Administrator by law or by reason of insurance coverage of any kind. The Company may, at its own expense, settle any claim asserted or proceeding brought against the Administrator when such settlement appears to be in the best interests of the Company.
Indemnification of the Administrator. The Administrator and any person who is serving or shall have served as a director, officer, employee or agent of the Administrator (the "Administrator Indemnitees") shall be indemnified and saved harmless by the Corporation (in each case in relation to services provided in respect of or for the benefit of such party) from and against all losses, claims, damages, liabilities, obligations, costs and expenses (including judgements, fines, penalties, amounts paid in settlement and counsel and accountants’ fees) of whatsoever kind or nature incurred by, borne by or asserted against any of such indemnified parties in any way arising from or related in any manner to this Agreement or the provision of services hereunder, unless such indemnified party is found liable for or guilty of fraud, wilful default or gross negligence. The foregoing right of indemnification shall not be exclusive of any other rights to which the Administrator Indemnitees, or any of them, may be entitled as a matter of law or equity or which may be lawfully granted to such person.
Indemnification of the Administrator. The Administrator and any person who is serving or shall have served as an employee of the Administrator or the general partner thereof shall be indemnified and saved harmless by the Fund and the Trust (in each case in relation to services provided in respect of or for the benefit of such party) from and against all losses, claims, damages, liabilities, obligations, costs and expenses (including judgments, fines, penalties, amounts paid in settlement and counsel and accountants' fees) of whatsoever kind or nature incurred by, borne by or asserted against any of such indemnified parties in any way arising from or related in any manner to this Agreement or the provision of services hereunder, unless such indemnified party is found liable for or guilty of fraud, wilful default or gross negligence. The foregoing right of indemnification shall not be exclusive of any other rights to which the Administrator or any person referred to in this Section 7.01 may be entitled as a matter of law or equity or which may be lawfully granted to such person.
Indemnification of the Administrator. The Company hereby indemnifies and holds harmless the Administrator and its directors, officers and employees and its Representatives and Affiliates (“Administrator Indemnified Parties”) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any Administrator Indemnified Party resulting from or arising out of any breach by the Company of its obligations under this Agreement (each, a Company Breach); provided that, the Company shall have no obligation to indemnify any Administrator Indemnified Party to the extent (i) such Loss is related to any act or omission resulting from the negligence or willful misconduct of the Administrator or a Subcontractor, or (ii) any Administrator Breach.
Indemnification of the Administrator. Each Hartford Company hereby indemnifies and holds harmless the Administrator and its directors, officers and employees and its Representatives and Affiliates (“Administrator Indemnified Parties”) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any Administrator Indemnified Party resulting from or arising out of (i) any breach or nonfulfillment by such Hartford Company of, or any failure by such Hartford Company to perform, any of the material covenants, terms or conditions of, or any material duties or obligations, whether intentional or unintentional, under this Agreement; (ii) any claim that the Administrator’s use of the Hartford Name and the Hartford Licensed Marks pursuant to this Agreement infringes any third party’s intellectual property or other proprietary rights; and (iii) or caused by any fraud, theft or embezzlement by directors, officers, employees, agents of such Hartford Company during the term of this Agreement; other than, in the case of (i), any failure on the part of such Hartford Company caused by the action or inaction of Administrator or any of its Affiliates, except any action or inaction on the part of Administrator or its Affiliates taken at the specific direction of either of such Hartford Company or at the specific request or with the specific approval of either of such Hartford Company or its Affiliates; provided that, such Hartford Company shall have no obligation to indemnify any Administrator Indemnified Party to the extent (i) such Person is also indemnified for such Loss under the Master Agreement or (ii) such Loss is related to any act or omission resulting from the gross negligence or willful misconduct of the Administrator.
