Common use of Of the Advisor Clause in Contracts

Of the Advisor. In any action in which the Advisor, or its controlling persons, or any of the respective shareholders, directors, officers and/or employees (the “Advisor Indemnified Parties”) are parties, the Managing Owner agrees (A) to indemnify and hold harmless the Advisor Indemnified Parties against any loss, claim, damage, charge, liability, or expense (including reasonable attorneys and accountants fees) (“Advisor Losses”), insofar as such Advisor Losses arise out of or result from or are based upon (i) any actual or alleged misrepresentation or material breach of any warranty, covenant or agreement of the Trust or the Managing Owner contained in this Agreement, (ii) any actual or alleged untrue statement of any material fact contained in the Memorandum or the actual or alleged omission to state in the Memorandum a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (iii) any actual or alleged failure to comply with any legal requirements relating to the Offering of the Interests (including without limitation, any noncompliance with the requirements of the Exchange Act, and/or the 1933 Act, and/or the CE Act, including the rules and regulations thereunder, and or the rules and regulation of the NFA, in each case with respect to the Offering of Interests), or (iv) any claim relating to or involving the Advisor that is not substantiated, resolved or otherwise finally determined, in each case under subclauses (ii), (iii) or (iv) hereof, except to the extent that such untrue statement, omission or failure was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Memorandum including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including but not limited to, any notification required and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act, and (B) to reimburse each of the Advisor Indemnified Parties for any legal or other fees or expenses reasonably incurred in connection with investigating or defending any action or claim arising out of or based upon any of the foregoing. With respect to subclause (iv) above only, the Advisor and the Managing Owner agree to negotiate in good faith a reduction, if any, in the indemnification amount required to be paid pursuant to subclause (iv) above to the Advisor based upon the relative responsibility of the Advisor for circumstances giving rise to the Advisor Losses for which indemnification is sought (including, but not limited to, the parties’ assessment of the merits of the claim), provided that in the event the Managing Owner and the Advisor fail to agree on the amount of any such reduction after good faith negotiations, they shall submit the matter to binding arbitration in accordance with Section 15 of this Agreement for the purpose of determining whether the Advisor should bear any responsibility for the Advisor Losses or whether the Advisor is entitled to indemnification for such Advisor Losses in full.

Of the Advisor. In any action in which the Advisor, or its controlling persons, or any of the respective shareholders, directors, officers and/or employees (the “"Advisor Indemnified Parties”") are parties, the Managing Owner agrees (A) to indemnify and hold harmless the Advisor Indemnified Parties against any loss, claim, damage, charge, liability, or expense (including reasonable attorneys and accountants fees) (“"Advisor Losses”"), insofar as such Advisor Losses arise out of or result from or are based upon (i) any actual or alleged misrepresentation or material breach of any warranty, covenant or agreement of the Trust or the Managing Owner contained in this Agreement, (ii) any actual or alleged untrue statement of any material fact contained in the Memorandum Registration Statement or in the Prospectus or the actual or alleged omission to state in the Memorandum Registration Statement or in the Prospectus a material fact required to be stated therein or necessary to make the statements thereintherein (with respect to the Prospectus, in light of the circumstances in which they are made), not misleading, (iii) any actual or alleged failure to comply with any legal requirements relating to the Offering of the Interests (including without limitation, any noncompliance with the requirements of the Exchange Act, and/or the 1933 Act, and/or the CE Act, including the rules and regulations thereunder, and or the rules and regulation of the NFA, in each case with respect to the Offering of Interests), or (iv) any claim relating to or involving the Advisor that is not substantiated, resolved or otherwise finally determined, in each case under subclauses (ii), (iii) or (iv) hereof, except to the extent that such untrue statement, omission or failure was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Memorandum Registration Statement or the Prospectus including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s 's Trading Approach and Past Performance History, and including but not limited to, any notification required and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act, and (B) to reimburse each of the Advisor Indemnified Parties for any legal or other fees or expenses reasonably incurred in connection with investigating or defending any action or claim arising out of or based upon any of the foregoing. With respect to subclause (iv) above only, the Advisor and the Managing Owner agree to negotiate in good faith a reduction, if any, in the indemnification amount required to be paid pursuant to subclause (iv) above to the Advisor based upon the relative responsibility of the Advisor for circumstances giving rise to the Advisor Losses for which indemnification is sought (including, but not limited to, the parties’ ' assessment of the merits of the claim), provided that in the event the Managing Owner and the Advisor fail to agree on the amount of any such reduction after good faith negotiations, they shall submit the matter to binding arbitration in accordance with Section 15 of this Agreement for the purpose of determining whether the Advisor should bear any responsibility for the Advisor Losses or whether the Advisor is entitled to indemnification for such Advisor Losses in full.

Of the Advisor. In any action in which the Advisor, or its controlling persons, or any of the respective shareholders, directors, officers and/or employees (the “Advisor Indemnified Parties”) are parties, the Managing Owner agrees (A) to indemnify and hold harmless the Advisor Indemnified Parties against any loss, claim, damage, charge, liability, or expense (including reasonable attorneys and accountants fees) (“Advisor Losses”), insofar as such Advisor Losses arise out of or result from or are based upon (i) any actual or alleged misrepresentation or material breach of any warranty, covenant or agreement of the Trust or the Managing Owner contained in this Agreement, (ii) any actual or alleged untrue statement of any material fact contained in the Memorandum Registration Statement or in the Prospectus or the actual or alleged omission to state in the Memorandum Registration Statement or in the Prospectus a material fact required to be stated therein or necessary to make the statements thereintherein (with respect to the Prospectus, in light of the circumstances in which they are made), not misleading, (iii) any actual or alleged failure to comply with any legal requirements relating to the Offering of the Interests (including without limitation, any noncompliance with the requirements of the Exchange Act, and/or the 1933 Act, and/or the CE Act, including the rules and regulations thereunder, and or the rules and regulation of the NFA, in each case with respect to the Offering of Interests), or (iv) any claim relating to or involving the Advisor that is not substantiated, resolved or otherwise finally determined, in each case under subclauses (ii), (iii) or (iv) hereof, except to the extent that such untrue statement, omission or failure was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Memorandum Registration Statement or the Prospectus including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including but not limited to, any notification required and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act, and (B) to reimburse each of the Advisor Indemnified Parties for any legal or other fees or expenses reasonably incurred in connection with investigating or defending any action or claim arising out of or based upon any of the foregoing. With respect to subclause (iv) above only, the Advisor and the Managing Owner agree to negotiate in good faith a reduction, if any, in the indemnification amount required to be paid pursuant to subclause (iv) above to the Advisor based upon the relative responsibility of the Advisor for circumstances giving rise to the Advisor Losses for which indemnification is sought (including, but not limited to, the parties’ assessment of the merits of the claim), provided that in the event the Managing Owner and the Advisor fail to agree on the amount of any such reduction after good faith negotiations, they shall submit the matter to binding arbitration in accordance with Section 15 of this Agreement for the purpose of determining whether the Advisor should bear any responsibility for the Advisor Losses or whether the Advisor is entitled to indemnification for such Advisor Losses in full.