Common use of Limits of Responsibility Indemnification Clause in Contracts

Limits of Responsibility Indemnification. (a) The Sub-Advisor assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Manager, the Advisor or the Company in following or declining to follow any advice or recommendations of the Sub-Advisor. The Sub-Advisor and any person controlling or controlled by or under common control with the Sub-Advisor and any Affiliates of the foregoing (including the Sub-Advisor’s Voting Member on the Investment Committee) and their respective officers, stockholders, members, managers, partners, personnel and directors and any Person who was any of the foregoing at any time during the term of this Agreement (each, a “Sub-Advisor Indemnified Party”) will not be liable to the Advisor, the Manager or the Company for any investment decision or any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Sub-Advisor’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction. (b) The Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold each Sub-Advisor Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising, directly or indirectly, from any acts or omissions of the Advisor constituting the Advisor’s bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction, provided that the Advisor shall not have any obligation to reimburse or indemnify any Sub-Advisor Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from actions or inactions of any third party, including, without limitation, the Manager or the Company. (c) The Manager shall, to the fullest extent lawful, reimburse, indemnify and hold each Sub-Advisor Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorney’s fees) in respect of or arising, directly or indirectly, from any acts or omissions of the Manager constituting the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under the Management Agreement as determined by a final non-appealable order of a court of competent jurisdiction, provided that the Manager shall not have any obligation to reimburse or indemnify any Sub-Advisor Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from actions or inactions of any third party, including, without limitation, the Advisor or the Company. (d) Notwithstanding the foregoing and any other provision to the contrary contained in this Agreement, if the Company is providing an indemnity to any Sub-Advisor Indemnified Party with respect to the same claim as any Sub-Advisor Indemnified Party may claim indemnification for under Sections 8(b) or 8(c), the Sub-Advisor Indemnified Party shall be required to first look for satisfaction of its claims under the indemnity provided by the Company and the provisions of Sections 8(b) or 8(c) shall not apply with respect to such claim, but only to the extent that such other indemnity covers such claim and only up to the amount the Sub-Advisor Indemnified Party recovers thereunder. (e) The Sub-Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold the Advisor, its officers, stockholders, members, managers, partners, directors, personnel and any Person controlling or controlled by or under common control with the Advisor and any Affiliates of the foregoing (including the Advisor’s Voting Member on the Investment Committee) and any Person who was any of the foregoing at any time during the term of this Agreement, (each, an “Advisor Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from acts of the Sub-Advisor constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction. (f) The Sub-Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, members, managers, partners, directors, personnel and any Person controlling or controlled by or under common control with the Manager and any Affiliates of the foregoing and any Person who was any of the foregoing at any time during the term of this Agreement (each, a “Manager Indemnified Party” and together with each Advisor Indemnified Party and each Sub-Advisor Indemnified Party, an “Indemnitee”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from acts of the Sub-Advisor constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction. (g) Notwithstanding the foregoing and any other provisions to the contrary contained in this Agreement, the Sub-Advisor shall not have any obligation to reimburse or indemnify any Advisor Indemnified Party or Manager Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from the direct or indirect actions or inactions of any third party, including, without limitation, the Advisor, the Manager or the Company. Notwithstanding the foregoing and any other provisions to the contrary in this Agreement, if the Company is providing an indemnity to any Advisor Indemnified Party or Manager Indemnified Party with respect to the same claim as any Advisor Indemnified Party or Manager Indemnified Party may claim indemnification for under Sections 8(e) or 8(f), as the case may be, the Advisor Indemnified Party or the Manager Indemnified Party, as the case may be, shall be required to first look for satisfaction of their claims under the indemnity provided by such other party and the provisions of Sections 8(e) or 8(f), as the case may be, shall not apply with respect to such claim, but only to the extent that such other indemnity covers such claim and only up to the amounts the Advisor Indemnified Party or the Manager Indemnified Party, as the case may be, recovers thereunder. (h) Each Indemnitee will promptly notify the party against whom an indemnity is claimed (the “Indemnitor”) of any claim for which it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnitee of its election to assume such defense and settlement within 30 days after the Indemnitee gives the Indemnitor notice of the claim. In such case, the Indemnitee will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made without the Indemnitor’s prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the Indemnitee, the Indemnitee will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request and (iii) be entitled to participate in (but not control) the defense of any such action with its own counsel and at its own expense. The Indemnitor shall not, without the prior written consent of an Indemnitee, consent to entry of judgment or effect any settlement of any claim pending or threatened proceeding in respect of which such Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such judgment or settlement includes an unconditional release of such Indemnitee from all liability arising out of such claim or proceeding and does not include any statement of admission of fault, culpability or failure to act by or on behalf of such Indemnitee. (i) The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.

Limits of Responsibility Indemnification. (a) The Sub-Advisor assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Manager, the Advisor Manager or the Company in following or declining to follow any advice or recommendations of the Sub-Advisor. The Sub-Advisor and any person controlling or controlled by or under common control with the Sub-Advisor and any Affiliates of the foregoing (including the Sub-Advisor’s Voting Member on the Investment Committee) and their respective its officers, stockholders, members, managers, partners, personnel and personnel, directors and any Person who was any of controlling or controlled by the foregoing at any time during the term of this Agreement (each, a “Sub-Advisor Indemnified Party”) will not be liable to the Advisor, the Manager or the Company for any investment decision or any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Sub-Advisor’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdictionAgreement. (b) The Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold each Sub-Advisor Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising, directly or indirectly, from any acts or omissions of the Advisor constituting the Advisor’s bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction, provided that the Advisor shall not have any obligation to reimburse or indemnify any Sub-Advisor Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from actions or inactions of any third party, including, without limitation, the Manager or the Company. (c) The Manager shall, to the fullest extent lawful, reimburse, indemnify and hold each Sub-Advisor Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorney’s fees) in respect of or arising, directly or indirectly, from any acts or omissions of the Manager constituting the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under the Management Agreement as determined by a final non-appealable order of a court of competent jurisdiction, provided that the Manager shall not have any obligation to reimburse or indemnify any Sub-Advisor Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from actions or inactions of any third party, including, without limitation, the Advisor or the Company. (d) Notwithstanding the foregoing and any other provision to the contrary contained in this Agreement, if the Company is providing an indemnity to any Sub-Advisor Indemnified Party with respect to the same claim as any Sub-Advisor Indemnified Party may claim indemnification for under Sections 8(b) or 8(c), the Sub-Advisor Indemnified Party shall be required to first look for satisfaction of its claims under the indemnity provided by the Company and the provisions of Sections 8(b) or 8(c) shall not apply with respect to such claim, but only to the extent that such other indemnity covers such claim and only up to the amount the Sub-Advisor Indemnified Party recovers thereunder. (e) The Sub-Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold the Advisor, its officers, stockholders, members, managers, partners, directors, personnel and any Person controlling or controlled by or under common control with the Advisor Advisor, together with the managers, officers, directors and any Affiliates of the foregoing (including the Advisor’s Voting Member on the Investment Committee) and any Person who was any of the foregoing at any time during the term of this Agreement, personnel thereof (each, an “Advisor Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of the Sub-Advisor Manager constituting the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of its the Manager’s duties under this Agreement Agreement, provided, however, that, if the Company is providing an indemnity to any Advisor Indemnified Party with respect to the same claim as determined any Advisor Indemnified Party may claim indemnification for under this Section 8(b), the indemnity provided by a final non-appealable order of a court of competent jurisdictionthe Company shall take precedence, and the Manager shall not be required to indemnify such Advisor Indemnified Party. (fc) The Sub-Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold the Manager, its directors and officers, stockholders, members, managers, partnerspersonnel, directorsagents and each other Person, personnel and any Person if any, controlling or controlled by or under common control with the Manager and any Affiliates of the foregoing and any Person who was any of the foregoing at any time during the term of this Agreement (each, a “Manager Indemnified Party” and together with each Advisor Indemnified Party and each Sub-an Advisor Indemnified Party, an “Indemnitee”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from acts or omissions of the Sub-Advisor constituting bad faith, willful misconduct, gross negligence or reckless disregard of its the Advisor’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdictionAgreement. (g) Notwithstanding the foregoing and any other provisions to the contrary contained in this Agreement, the Sub-Advisor shall not have any obligation to reimburse or indemnify any Advisor Indemnified Party or Manager Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from the direct or indirect actions or inactions of any third party, including, without limitation, the Advisor, the Manager or the Company. Notwithstanding the foregoing and any other provisions to the contrary in this Agreement, if the Company is providing an indemnity to any Advisor Indemnified Party or Manager Indemnified Party with respect to the same claim as any Advisor Indemnified Party or Manager Indemnified Party may claim indemnification for under Sections 8(e) or 8(f), as the case may be, the Advisor Indemnified Party or the Manager Indemnified Party, as the case may be, shall be required to first look for satisfaction of their claims under the indemnity provided by such other party and the provisions of Sections 8(e) or 8(f), as the case may be, shall not apply with respect to such claim, but only to the extent that such other indemnity covers such claim and only up to the amounts the Advisor Indemnified Party or the Manager Indemnified Party, as the case may be, recovers thereunder. (hd) Each Indemnitee will promptly notify the party against whom an indemnity is claimed (the “Indemnitor”) of any claim for which it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnitee of its election to assume such defense and settlement within 30 days after the Indemnitee gives the Indemnitor notice of the claim. In such case, the Indemnitee will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made made, without the Indemnitor’s prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the Indemnitee, the Indemnitee will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request and (iii) be entitled to participate in (but not control) the defense of any such action with its own counsel and at its own expense. The Indemnitor shall not, without the prior written consent of an Indemnitee, consent to entry of judgment or effect any settlement of any claim pending or threatened proceeding in respect of which such Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such judgment or settlement includes an unconditional release of such Indemnitee from all liability arising out of such claim or proceeding and does not include any statement of admission of fault, culpability or failure to act by or on behalf of such Indemnitee. (ie) The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.

Limits of Responsibility Indemnification. (a) The Sub-Advisor Consultant assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Manager, the Advisor or the Company in following or declining to follow any advice or recommendations of the Sub-AdvisorConsultant. The Sub-Advisor Consultant and any person controlling or controlled by or under common control with the Sub-Advisor Consultant and any Affiliates of the foregoing (including the Sub-Advisor’s Voting Member on the Investment Committee) and their respective officers, stockholders, members, managers, partners, personnel and directors and any Person who was any of the foregoing at any time during the term of this Agreement (each, a “Sub-Advisor Consultant Indemnified Party”) will not be liable to the Advisor, the Manager or the Company for any investment decision or any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Sub-AdvisorConsultant’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction. (b) The Advisor shall, to the fullest extent lawful, reimburse, indemnify and hold each Sub-Advisor Consultant Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising, directly or indirectly, from any acts or omissions of the Advisor constituting the Advisor’s bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor’s duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction, provided that the Advisor shall not have any obligation to reimburse or indemnify any Sub-Advisor Consultant Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from actions or inactions of any third party, including, without limitation, the Manager or the Company. (c) The Manager shall, to the fullest extent lawful, reimburse, indemnify and hold each Sub-Advisor Consultant Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorney’s fees) in respect of or arising, directly or indirectly, from any acts or omissions of the Manager constituting the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under the Management Agreement as determined by a final non-appealable order of a court of competent jurisdiction, provided that the Manager shall not have any obligation to reimburse or indemnify any Sub-Advisor Consultant Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from actions or inactions of any third party, including, without limitation, the Advisor or the Company. (d) Notwithstanding the foregoing and any other provision to the contrary contained in this Agreement, if the Company is providing an indemnity to any Sub-Advisor Consultant Indemnified Party with respect to the same claim as any Sub-Advisor Consultant Indemnified Party may claim indemnification for under Sections 8(b) or 8(c), the Sub-Advisor Consultant Indemnified Party shall be required to first look for satisfaction of its claims under the indemnity provided by the Company and the provisions of Sections 8(b) or 8(c) shall not apply with respect to such claim, but only to the extent that such other indemnity covers such claim and only up to the amount the Sub-Advisor Consultant Indemnified Party recovers thereunder. (e) The Sub-Advisor Consultant shall, to the fullest extent lawful, reimburse, indemnify and hold the Advisor, its officers, stockholders, members, managers, partners, directors, personnel and any Person controlling or controlled by or under common control with the Advisor and any Affiliates of the foregoing (including the Advisor’s Voting Member on the Investment Committee) and any Person who was any of the foregoing at any time during the term of this Agreement, (each, an “Advisor Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from acts of the Sub-Advisor Consultant constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction. (f) The Sub-Advisor Consultant shall, to the fullest extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, members, managers, partners, directors, personnel and any Person controlling or controlled by or under common control with the Manager and any Affiliates of the foregoing and any Person who was any of the foregoing at any time during the term of this Agreement (each, a “Manager Indemnified Party” and together with each Advisor Indemnified Party and each Sub-Advisor Consultant Indemnified Party, an “Indemnitee”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from acts of the Sub-Advisor Consultant constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement as determined by a final non-appealable order of a court of competent jurisdiction. (g) Notwithstanding the foregoing and any other provisions to the contrary contained in this Agreement, the Sub-Advisor Consultant shall not have any obligation to reimburse or indemnify any Advisor Indemnified Party or Manager Indemnified Party for any expense, loss, damage, liability, demand, charge or claim resulting from the direct or indirect actions or inactions of any third party, including, without limitation, the Advisor, the Manager or the Company. Notwithstanding the foregoing and any other provisions to the contrary in this Agreement, if the Company is providing an indemnity to any Advisor Indemnified Party or Manager Indemnified Party with respect to the same claim as any Advisor Indemnified Party or Manager Indemnified Party may claim indemnification for under Sections 8(e) or 8(f), as the case may be, the Advisor Indemnified Party or the Manager Indemnified Party, as the case may be, shall be required to first look for satisfaction of their claims under the indemnity provided by such other party and the provisions of Sections 8(e) or 8(f), as the case may be, shall not apply with respect to such claim, but only to the extent that such other indemnity covers such claim and only up to the amounts the Advisor Indemnified Party or the Manager Indemnified Party, as the case may be, recovers thereunder. (h) Each Indemnitee will promptly notify the party against whom an indemnity is claimed (the “Indemnitor”) of any claim for which it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnitee of its election to assume such defense and settlement within 30 days after the Indemnitee gives the Indemnitor notice of the claim. In such case, the Indemnitee will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made without the Indemnitor’s prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the Indemnitee, the Indemnitee will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request and (iii) be entitled to participate in (but not control) the defense of any such action with its own counsel and at its own expense. The Indemnitor shall not, without the prior written consent of an Indemnitee, consent to entry of judgment or effect any settlement of any claim pending or threatened proceeding in respect of which such Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such judgment or settlement includes an unconditional release of such Indemnitee from all liability arising out of such claim or proceeding and does not include any statement of admission of fault, culpability or failure to act by or on behalf of such Indemnitee. (i) The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.