Common use of Procedure for Determination of Entitlement to Indemnification Clause in Contracts

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund a written request. The Secretary of the Fund shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of Indemnitee’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee ’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by either (a) the vote of a majority of the Independent Trustees or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund a written request. The Secretary of the Fund shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of Indemnitee’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee ’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by either (a) the vote of a majority of the Independent Trustees Directors or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under Section 3, 4, or 5 of this Agreement, Indemnitee shall submit to the Fund Trust a written request. The Secretary of the Fund Trust shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereofof this Agreement, a determination, if required by applicable law, determination with respect to Indemnitee’s entitlement thereto to such indemnification shall be promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was made, if such determination has not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of Indemnitee’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee ’s written request, there shall have already been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conductmade, by either (ai) the vote of a majority of the Independent Disinterested Trustees of the Trust or (bii) Independent Counsel in a written opinion. In any eventmaking such determination, the Disinterested Trustees or Independent Counsel making the determination shall afford Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conductconduct for which indemnification may not lawfully be provided. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 business days after such determination. Indemnitee shall cooperate with the person person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person person(s) upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person person(s) making such determination, in response to a request by such personperson(s), shall be borne by the Fund Trust (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund a written request. The Secretary of the Fund shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of IndemniteeXxxxxxxxxx’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee ’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by either (a) the vote of a majority of the Independent Trustees or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund Company a written request. The Secretary of the Fund Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom that the Proceeding was brought that Indemnitee was not liable by reason of active and deliberate dishonesty, willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the his duties involved in the conduct of Indemnitee’s office as a director (“Disabling Conductdisabling conduct”) ), provided that no such decision may have been rendered in an action for which the Indemnitee seeks indemnification under this Agreement, or (ii) in the event that at the time of Indemnitee ’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, disabling conduct by either (a) the vote of a majority of a quorum of the Independent Trustees Disinterested Directors of the Company, or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund Company a written request. The Secretary of the Fund Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom that the Proceeding was brought that Indemnitee was not liable by reason of active and deliberate dishonesty, willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the his duties involved in the conduct of Indemnitee’s office as a director (“Disabling Conductdisabling conduct”) ), provided in that no such decision may have been rendered in an action for which the Indemnitee seeks indemnification under this Agreement, or (ii) in the event that at the time of Indemnitee ’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, disabling conduct by either (a) the vote of a majority of a quorum of the Independent Trustees Disinterested Directors of the Company, or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including including, reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund a written request. The Secretary of the Fund shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of Indemnitee’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee Indemnitee’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by either (a) the vote of a majority of the Independent Trustees Directors or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund a written request. The Secretary of the Fund shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if if. required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of Indemniteeindemnitee’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee Indemnitee’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by either (a) the vote of a majority of the Independent Trustees Directors or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be he made within ten business days after such determination. , Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund Company a written request. The Secretary of the Fund Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom that the Proceeding was brought that Indemnitee was not liable by reason of active and deliberate dishonesty, willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the his duties involved in the conduct of Indemnitee’s office as a director (“Disabling Conductdisabling conduct”) ), provided in that no such decision may have been rendered in an action for which the Indemnitee seeks indemnification under this Agreement, or (ii) in the event that at the time of Indemnitee ’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, disabling conduct by either (a) the vote of a majority of a quorum of the Independent Trustees Disinterested Directors of the Company, or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Fund a written request. The Secretary of the Fund shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a final decision on the merits by a court or other body before whom the Proceeding was brought that Indemnitee was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of Indemnitee’s office (“Disabling Conduct”) or (ii) in the event that at the time of Indemnitee Indemnitee’s written request, there shall have been no final decision on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by either (a) the vote of a majority of the Independent Trustees or (b) Independent Counsel in a written opinion. In any event, Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Fund (irrespective of the determination as to Indemnitee’s entitlement to indemnification).