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, and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that the Trading Advisor shall have approved such settlement) incurred as a result of any action or omission involving the Trading Company's futures interest trading by 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, principals, managers, members, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (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 be a breach of this Agreement or a representation, warranty or covenant herein, misconduct, fraud or negligence, or conduct not done in good faith in the reasonable belief that it was in, or not opposed to, the best interests of the Trading Company. Notwithstanding anything herein to the contrary, no Member of the Trading Company may assert any rights under this sub-clause 7(b), except with respect the Trading Advisor's obligations pursuant to Sections 1(a), 1(b), 9(a), 16(a)(i) or 16(a)(ii) of this Agreement.
Appears in 4 contracts
Samples: Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.), Advisory Agreement (Polaris Futures Fund L.P.)
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, and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that the Trading Advisor shall have approved such settlement) incurred as a result of any action or omission involving the Trading Company's ’s futures interest trading by 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, principals, managers, members, shareholders, or employees which is found by a court of competent jurisdiction upon entry of a final judgment (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 be a breach of this Agreement or a representation, warranty or covenant herein, misconduct, fraud or negligence, or conduct not done in good faith in the reasonable belief that it was in, or not opposed to, the best interests of the Trading Company. Notwithstanding anything herein to the contrary, no Member of the Trading Company may assert any rights under this sub-clause 7(b), except with respect the Trading Advisor's ’s obligations pursuant to Sections 1(a), 1(b), 9(a), 16(a)(i) or 16(a)(ii) of this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Tactical Diversified Futures Fund L.P.), Advisory Agreement (Morgan Stanley Managed Futures HV, L.P.)
