Common use of Limitation of Liability of the Manager; Indemnification Clause in Contracts

Limitation of Liability of the Manager; Indemnification. The Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager (collectively, the “Indemnified Parties”) shall not be liable to Ajax, the Operating Partnership or any of their respective subsidiaries for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as the Manager of Ajax, the Operating Partnership or any of their respective subsidiaries with respect to the receipt of compensation for services, and each of Ajax and the Operating Partnership shall indemnify, defend and protect 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) (“Losses”) incurred by the Indemnified Parties in connection with 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 Operating Partnership, its members, or Ajax or its shareholders, or any of their respective subsidiaries or their respective equity holders) arising out of or otherwise based upon the performance of any of the Manager’s duties or obligations under this Agreement or otherwise as Manager of the Company; provided, that 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 Losses incurred by the Indemnified Parties under circumstances that constitute fraud, willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties and obligations under this Agreement or reckless disregard of the Manager’s duties and obligations under this Agreement, as determined in a final nonappealable order of a court of competent jurisdiction.

Limitation of Liability of the Manager; Indemnification. (a) The Manager (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager (collectivelyManager, the “Indemnified Parties”including without limitation its sole member) shall not be liable to Ajax, the Operating Partnership or any of their respective subsidiaries Trust for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Manager Fund (except to the extent specified in Section 36(b) of Ajax, the Operating Partnership or any Investment Company Act concerning loss resulting from a breach of their respective subsidiaries fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and each of Ajax and the Operating Partnership Trust shall indemnify, defend and protect the Manager (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager, including without limitation its sole member and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (each, individually, an “Indemnified Parties Party” and collectively, the “Indemnified Parties”) and hold each of them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties any of them in connection with 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 Operating Partnership, its members, or Ajax Trust or its shareholders, or any of their respective subsidiaries or their respective equity security holders) arising out of or otherwise based upon the performance in good faith of any of the Manager’s duties or obligations under this Agreement or otherwise as Manager an investment adviser of the Company; provided, that nothing contained herein shall protect or be deemed to protect Fund. The Trust’s indemnification of the Indemnified Parties against shall, to the extent not in conflict with such insurance policy, be secondary to any and all payment to which any Indemnified Party is entitled from any relevant insurance policy issued to or entitle for the benefit of the Trust and its affiliates or be deemed to entitle any Indemnified Party. The Trust’s indemnification of the Indemnified Parties shall also be secondary to any payment pursuant to any other indemnification obligation of any other relevant entity or person, including under any insurance policy issued to or for the benefit of such other entity or person, in respect ofall cases, to the extent not in conflict with the applicable other indemnification or insurance contract. In the event of payment by the Trust under this Agreement and pursuant to its indemnification obligations, the Trust shall be subrogated to the extent of such payment to all of the rights of recovery of any Losses incurred by Indemnified Party, including the rights of the Indemnified Parties under circumstances that constitute fraud, willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties and obligations under this Agreement or reckless disregard of the Manager’s duties and obligations under this Agreement, as determined in a final nonappealable order of a court of competent jurisdictionany insurance policies.

Limitation of Liability of the Manager; Indemnification. The Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager (collectively, the “Indemnified Parties”) shall not be liable to Ajax, the Operating Partnership or any of their respective subsidiaries for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as the Manager of Ajax, the Operating Partnership or any of their respective subsidiaries with respect to the receipt of compensation for services, and each of Ajax and the Operating Partnership shall indemnify, defend and protect 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) (“Losses”) incurred by the Indemnified Parties in connection with 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 Operating Partnership, its members, or Ajax or its shareholders, or any of their respective subsidiaries or their respective equity holders) arising out of or otherwise based upon the performance of any of the Manager’s duties or obligations under this Agreement or otherwise as Manager of the Company; provided, that 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 Losses incurred by the Indemnified Parties under circumstances that constitute fraud, to have resulted primarily from the willful misfeasancemisconduct, bad faith or gross negligence in the performance of the Manager’s duties and obligations under this Agreement or reckless disregard of the Manager’s duties and obligations under this Agreement, as determined in a final nonappealable non-appealable order of a court of competent jurisdiction; provided, however, that, to the extent permitted by applicable law, the Indemnified Parties shall not be responsible for Losses which in the aggregate are in excess of the amount of all fees actually received by the Manager from Ajax, the Operating Partnership or any of their respective subsidiaries under this Agreement.

Limitation of Liability of the Manager; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager. The Manager and its Affiliates, and the directors, officers, managers, partners, agents, employees, controlling persons, members employees and any other person or entity affiliated with stockholders of the Manager (collectivelyand its Affiliates, the “Indemnified Parties”) shall will not be liable to AjaxResidential, any Subsidiary or the Operating Partnership Board of Directors for any acts or any omissions by the Manager or its officers, employees or Affiliates performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective subsidiaries for any action taken or omitted duties under this Agreement. Residential shall, to be taken by the full extent lawful, reimburse, indemnify and hold harmless the Manager, its Affiliates, and the directors, officers, employees and stockholders of the Manager in connection with the performance and its Affiliates (each, a “Manager Indemnified Party”), of and from any of its duties or obligations under this Agreement or otherwise as the Manager of Ajaxand all expenses, the Operating Partnership or any of their respective subsidiaries with respect to the receipt of compensation for serviceslosses, and each of Ajax and the Operating Partnership shall indemnify, defend and protect the Indemnified Parties and hold them harmless from and against all damages, liabilities, costs demands, charges and expenses claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlementfees) (collectively “Losses”) incurred by the Indemnified Parties in connection with 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 Operating Partnership, its members, or Ajax or its shareholders, or any of their respective subsidiaries or their respective equity holders) arising out respect of or otherwise based upon the performance arising from any acts or omissions of any of the Manager’s duties or obligations such Manager Indemnified Party performed in good faith under this Agreement or otherwise as Manager of the Company; provided, that 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 Losses incurred by the Indemnified Parties under circumstances that constitute fraudand not constituting bad faith, willful misfeasancemisconduct, bad faith or gross negligence in the performance of the Manager’s duties and obligations under this Agreement or reckless disregard of the Manager’s duties and obligations of such Manager Indemnified Party under this Agreement. In addition, as determined the Manager Indemnified Parties will not be liable for trade errors that may result from ordinary negligence, including, without limitation, errors in a final nonappealable order of a court of competent jurisdictionthe investment decision making process or in the trade process.

Limitation of Liability of the Manager; Indemnification. The Manager (including its past, present and its future officers, employees, managers, partnersmembers, agentsthe respective affiliates of each such member, employees, controlling persons, members and any other person or entity affiliated with the Manager (collectively, the “Indemnified Parties”Manager) shall not be liable to Ajax, the Operating Partnership or any of their respective subsidiaries Companies for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Companies, except for actions for which it is judicially determined that Manager acted with willful misfeasance, bad faith, recklessness or gross negligence in the performance of Ajax, the Operating Partnership or any of their respective subsidiaries with respect to the receipt of compensation for servicesManager’s duties, and each of Ajax the Company and the Operating Partnership shall, and shall cause the Companies to, jointly and severally indemnify, defend and protect the Manager (including its past, present and future officers, employees, managers, members, the respective affiliates of each such member, and any other person or entity affiliated with the Manager, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Manager Indemnified Parties Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Manager Indemnified Parties in connection with 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 Operating Partnership, its members, or Ajax Company or its shareholders, or any of their respective subsidiaries or their respective equity security holders) arising out of or otherwise based upon the performance of any of the Manager’s duties or obligations under this Agreement or otherwise as Manager an investment adviser of the Company; providedCompanies or arising out of or in connection with the offering of securities by any of the Companies, except with respect to any particular Manager Indemnified Party, for actions for which it is judicially determined that nothing contained herein shall protect or be deemed such Manager Indemnified Party caused the Manager to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses incurred by the Indemnified Parties under circumstances that constitute fraud, act with willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of the Manager’s duties duties. The Manager shall indemnify, defend and obligations under this Agreement protect the Companies (including their past, present and future trustees, officers, employees, partners, shareholders, members, managers and any other person or reckless disregard entity affiliated with the Companies) (the “Companies 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 Companies Indemnified Parties in or by reason of a final adjudication of any pending, threatened or completed action, suit, investigation or other proceeding in which it is judicially determined that Manager acted with willful misfeasance, bad faith, recklessness or gross negligence in the performance of the Manager’s duties duties, it being agreed hereunder that neither (i) a loss incurred by the Companies with respect to any of its investments negotiated, acquired or handled by the Manager, nor (ii) the mere allocation of a transaction to the Companies or to any other entity, which allocation is claimed to have been made when a conflict of interest existed, shall be deemed in and obligations under this Agreement, as determined in of themselves (and absent a final nonappealable order adjudication to the contrary) to be the willful misfeasance, bad faith, recklessness or gross negligence in the performance of a court of competent jurisdictionthe Manager’s duties.

Limitation of Liability of the Manager; Indemnification. The Manager (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager (collectively, the “Indemnified Parties”Manager) shall not be liable to Ajax, the Operating Partnership or any of their respective subsidiaries Fund for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Manager Fund (except to the extent specified in Section 36(b) of Ajax, the Operating Partnership or any Investment Company Act concerning loss resulting from a breach of their respective subsidiaries fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and each of Ajax and the Operating Partnership Fund shall indemnify, defend and protect the Manager (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager, including without limitation its general partner or managing member, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in connection with 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 Operating Partnership, its members, or Ajax Fund or its shareholders, or any of their respective subsidiaries or their respective equity security holders) arising out of or otherwise based upon the performance of any of the Manager’s duties or obligations under this Agreement or otherwise as Manager an investment adviser of the Company; providedFund. Notwithstanding the preceding sentence of this Section 8 to the contrary, that 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 Losses incurred by liability to the Fund or its security holders to which the Indemnified Parties under circumstances that constitute fraudwould otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties and obligations under this Agreement or by reason of the reckless disregard of the Manager’s duties and obligations under this Agreement, Agreement (as the same shall be determined in a final nonappealable order of a court of competent jurisdictionaccordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).