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

Trading Company Indemnity in Respect of Management Activities. The Trading Company and the Trading Manager shall, jointly and severally, indemnify, defend, and hold harmless the Trading Advisor, its 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 and any amounts paid in, any litigation or other proceeding or any settlement; provided that the Trading Company 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 (e) below), the fact that the Trading Advisor is or was a trading advisor to the Trading Company or the futures interest trading activities of the Trading Company undertaken by the Trading Advisor; provided that a court of competent jurisdiction upon entry of a final judgment finds (or, if no final judgment is entered, an opinion is rendered to the Trading Company by independent counsel reasonably acceptable to both parties) 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, misconduct, or a breach of this Agreement or a representation, warranty or covenant of the Trading Advisor, its controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons and was done in good faith and in a manner such indemnified party reasonably believed to be in, or not opposed to, the best interests of the Trading Company