Common use of Trading Advisor Indemnity in Respect of Management Activities Clause in Contracts

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company and the Trading Manager, their controlling persons, their Affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to this Agreement (except as covered by paragraph (d) below); provided that such liability arises from an act or omission of the Trading Advisor, or any of its directors, officers, managers or employees which is found by a court of competent jurisdiction upon entry of final judgment (or if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager and Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having not acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interest of the Trading Company.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership's futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, or the result of misconduct or negligence or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered by paragraph (d) below)omission involving the Partnership's futures interests trading of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, the result of bad faith, misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered by paragraph (d) below)omission involving the Partnership's futures interests trading of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided PROVIDED that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, the result of bad faith, misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company and the Trading Manager, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Trading Company’s futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, principals, managers, members, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers principals, managers, members, shareholders, or employees or controlling persons which is found by a court of competent jurisdiction upon entry of a final judgment that is not appealable or is not timely appealed (or if no final judgment is entered, by an opinion rendered by independent counsel who is approved by the Trading Manager and Trading Advisor, such approval not reasonably acceptable to be unreasonably withheldboth parties) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement by the Trading Advisor or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having herein, or the result of willful misconduct, negligence or conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading Company.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company and the Trading Manager, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlementsettlement due to Trading Advisor’s material breach of this Agreement or a representation, warranty or covenant herein, willful misconduct or negligence; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (d) below); provided that such liability arises from an act or omission of the Trading Advisor, or any of its directors, officers, managers or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Company and the Trading Advisor, such approval not to be unreasonably withheld) to be an act the effect that the action or omission inaction of such indemnified party that was the subject of the Trading Advisor which constituted demand, claim, lawsuit, action, or proceeding did not constitute negligence, willful misconduct, or a material breach of this Agreement or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having not acted Company or the Trading Manager, their controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons and was done in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interest of the Trading Companyfaith.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company and the Trading Manager, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (d) below); provided that such liability arises from an act or omission of ) ) and attributable to the Trading Advisor, ’s acts or any of its directors, officers, managers or employees which is found by a court of competent jurisdiction upon entry of final judgment (or if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager and Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted omissions that constitute a material breach of this Agreement or a representation, warranty or covenant herein, willful misconduct or negligence negligence, or as a are the result of the Trading Advisor not having not acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interest interests of the Trading Company; provided that a court of competent jurisdiction upon entry of a final judgment finds (or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Company and the Trading Advisor, such approval not to be unreasonably withheld) to the effect that the action or inaction of such indemnified party that was the subject of the demand, claim, lawsuit, action, or proceeding did not constitute negligence, willful misconduct, or a material breach of this Agreement or a representation, warranty or covenant of the Trading Company or the Trading Manager, their controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons and was done in good faith.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership's futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, principals, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having herein, or the result of misconduct or negligence, or conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating omission involving the futures interests trading activities undertaken by the Trading Advisor pursuant to this Agreement (except as covered by paragraph (d) below)Agreement; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective managers, directors, officers, managers partners, members, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, the result of bad faith, misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions it was in, or omissions were not opposed to, the best interests of the Partnership. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith in a manner reasonably believed to be in, or not opposed to, the best interest of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating omission involving the business or activities undertaken by the Trading Advisor pursuant to this Agreement (except as covered by paragraph (d) below)Agreement; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, the result of bad faith, misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions it was in, or omissions were not opposed to, the best interests of the Partnership. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith in a manner reasonably believed to be in, or not opposed to, the best interest of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership’s futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, or the result of misconduct or negligence or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership's futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment that is not appealable or is not timely appealed (or if no final judgment is entered, by an opinion rendered by independent counsel who is approved by the Trading Manager and Trading Advisor, such approval not reasonably acceptable to be unreasonably withheldboth parties) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement by the Trading Advisor or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having herein, or the result of willful misconduct, negligence or conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered by paragraph (d) below)omission involving the Partnership's futures interests trading of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, the result of misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership. The termination of any demand, claim, lawsuit, action, or proceeding by settlement shall not, of itself, create a presumption that the conduct in question was not undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Partnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Fund and the Trading ManagerManaging Owner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in ------------ * Confidential material redacted and filed separately with the Commission. 12 the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (d) below); provided that such liability arises from an act or omission of the Trading Advisor, or any of its directors, officers, managers or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Fund and the Trading Advisor, such approval not to be unreasonably withheld) to be an act the effect that the action or omission inaction of such indemnified party that was the subject of the Trading Advisor which constituted demand, claim, lawsuit, action, or proceeding did not constitute gross negligence, misconduct, or a material breach of this Agreement or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having not acted Fund or the Managing Owner, their controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons and was done in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interest of the Trading Companyfaith.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership's futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, or the result of willful misconduct or negligence or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Fund and the Trading ManagerManaging Owner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating omission involving the business or activities undertaken by the Trading Advisor pursuant to this Agreement (except as covered by paragraph (d) below); Agreement, provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders or employees which is is, found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Fund and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, the result of bad faith, misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions it was in, or omissions were not opposed to, the best interests of the Fund. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith in a manner reasonably believed to be in, or not opposed to, the best interest of the Trading CompanyFund.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership's futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, or the result of misconduct or negligence or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions it was in, or omissions were not opposed to, the best interests of the Partnership. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith in a manner reasonably believed to be in, or not opposed to, the best interest of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating omission involving the business or activities undertaken by the Trading Advisor pursuant to this Agreement (except as covered by paragraph (d) belowincluding the Original Management Agreement); provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement (including the Original Management Agreement) or a representation, warranty or covenant hereinherein or in the Original Management Agreement, the result of bad faith, misconduct or negligence negligence, or as a result of the Trading Advisor having conduct not acted done in good faith and in the reasonable belief that such actions it was in, or omissions were not opposed to, the best interests of the Partnership. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith in a manner reasonably believed to be in, or not opposed to, the best interest of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, that the Trading Advisor and Trading Manager shall have approved such settlement) resulting from incurred as a demand, claim, lawsuit, result of any action or proceeding relating to this Agreement (except as covered omission involving the Partnership's futures interests trading by paragraph (d) below)the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, partners, principals, shareholders, or employees; provided that such liability arises from an act or omission of the Trading Advisor, or any of its controlling persons or affiliates or their respective directors, officers, managers partners, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted a material breach of this Agreement or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having herein, or the result of willful misconduct or negligence, or conduct not acted done in good faith and in the reasonable belief that such actions or omissions were it was in, or not opposed to, the best interest interests of the Trading CompanyPartnership.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company and the Trading Manager, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in * Confidential material redacted and filed separately with the Commission. connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (d) below); provided that such liability arises from an act or omission of ) ) and attributable to the Trading Advisor, ’s acts or any of its directors, officers, managers or employees which is found by a court of competent jurisdiction upon entry of final judgment (or if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager and Trading Advisor, such approval not to be unreasonably withheld) to be an act or omission of the Trading Advisor which constituted omissions that constitute a material breach of this Agreement or a representation, warranty or covenant herein, willful misconduct or negligence negligence, or as a are the result of the Trading Advisor not having not acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interest interests of the Trading Company; provided that a court of competent jurisdiction upon entry of a final judgment finds (or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Company and the Trading Advisor, such approval not to be unreasonably withheld) to the effect that the action or inaction of such indemnified party that was the subject of the demand, claim, lawsuit, action, or proceeding did not constitute negligence, willful misconduct, or a material breach of this Agreement or a representation, warranty or covenant of the Trading Company or the Trading Manager, their controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons and was done in good faith.

Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Trading Company Partnership and the Trading ManagerGeneral Partner, their controlling persons, their Affiliates affiliates and their respective directors, officers, principals, managers, members, shareholders, employees employees, and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlementsettlement due to the Trading Advisor's material breach of this Agreement or a representation, warranty or covenant herein, willful misconduct or negligence; provided that, solely in the case of a settlement, the Trading Advisor and Trading Manager shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (d) below); provided that such liability arises from an act or omission of the Trading Advisor, or any of its directors, officers, managers or employees which is found by a court of competent jurisdiction upon entry of a final judgment finds (or or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Trading Manager Partnership and the Trading Advisor, such approval not to be unreasonably withheld) to be an act the effect that the action or omission inaction of such indemnified party that was the subject of the Trading Advisor which constituted demand, claim, lawsuit, action, or proceeding did not constitute negligence, willful misconduct, or a material breach of this Agreement or a representation, warranty or covenant herein, misconduct or negligence or as a result of the Trading Advisor having not acted Partnership or the General Partner, their controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons and was done in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interest of the Trading Companyfaith.