Common use of Indemnification of the Adviser Clause in Contracts

Indemnification of the Adviser. SIDCO hereby agrees to indemnify, defend, and hold harmless (on an as-incurred basis), the Adviser and each of the Adviser’s affiliates, officers, directors, employees, and agents, and each person, if any, who controls said persons within the meaning of Section 15 of the 1933 Act (each, an “Adviser Indemnified Party”) from and against any loss, liability, damages, cost, or expense incurred by said Adviser Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of: (i) any material failure by SIDCO to comply with any applicable laws, including, but not limited to, the NASD Conduct Rules; or (ii) an action or omission of SIDCO involving bad faith or fraud by SIDCO.

Indemnification of the Adviser. SIDCO hereby agrees to indemnify, defend, and hold harmless (on an as-incurred basis), the Adviser and each of the Adviser’s affiliates, officers, directors, employees, and agents, and each person, if any, who controls said persons within the meaning of Section 15 of the 1933 Act (each, an “Adviser Indemnified Party”) from and against any loss, liability, damages, cost, or expense incurred by said Adviser Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of: (i) any material failure by SIDCO to comply with any applicable laws, including, but not limited to, the NASD Conduct Rules; or (ii) an action or omission of SIDCO involving bad faith or fraud by SIDCO.. THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION COMPANY

Indemnification of the Adviser. SIDCO XXXXX hereby agrees to indemnify, defend, and hold harmless (on an as-incurred basis), the Adviser and each of the Adviser’s affiliates, officers, directors, employees, and agents, and each person, if any, who controls said persons within the meaning of Section 15 of the 1933 Act (each, an “Adviser Indemnified Party”) from and against any loss, liability, damages, cost, or expense incurred by said Adviser Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of: (i) any material failure by SIDCO to comply with any applicable laws, including, but not limited to, the NASD Conduct Rules; or (ii) an action or omission of SIDCO involving bad faith or fraud by SIDCO.XXXXX. THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION COMPANY

Indemnification of the Adviser. SIDCO XXXXX hereby agrees to indemnify, defend, and hold harmless (on an as-incurred basis), the Adviser and each of the Adviser’s affiliates, officers, directors, employees, and agents, and each person, if any, who controls said persons within the meaning of Section 15 of the 1933 Act (each, an “Adviser Indemnified Party”) from and against any loss, liability, damages, cost, or expense incurred by said Adviser Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of: (i) any material failure by SIDCO to comply with any applicable laws, including, but not limited to, the NASD Conduct Rules; or (ii) an action or omission of SIDCO involving bad faith or fraud by SIDCOXXXXX.