Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust. No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; or
(b) In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that person's duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or
(c) Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Disqualifying Conduct of the Trustee or officer of the Trust, and in accordance therewith, no indemnification shall be provided hereunder to a Trustee or officer of the Trust:
(i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the Proceeding was brought that the Trustee or officer engaged in Disqualifying Conduct;
(ii) with respect to any matter as to which the Trustee or officer shall have been finally adjudicated not to have acted in good faith or in the reasonable belief that the action of the Trustee or officer was in, or not opposed to, the best interest of the Trust; or
(iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraphs (b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in Disqualifying Conduct
(A) by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee or officer did not engage in such conduct;
(B) by vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or
(C) by written opinion of independent legal counsel.
Exclusion of Indemnification. This Section 12 states JetBrains’ entire liability for infringement of copyright and/or intellectual property rights of third parties and indemnification obligations.
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification of an Agent for any liability arising by reason of the Agent’s Disqualifying Conduct. In accordance to the foregoing, no indemnification shall be provided hereunder to a Trustee or officer of the Trust:
(i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the Proceeding was brought that the Trustee or officer engaged in Disqualifying Conduct;
(ii) with respect to any matter as to which the Trustee or officer shall have been finally adjudicated not to have acted in good faith or in the reasonable belief that the action of the Trustee or officer was in, or not opposed to, the best interest of the Trust; or
(iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraphs (b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in Disqualifying Conduct in accordance with paragraph (c) below.
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct.
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust. No indemnification shall be made under Sections 2 or 3 of this Article:
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability to the Partnership or the Investors arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with the Partnership. No indemnification shall be made under this Article: (i) in respect of any claim, demand, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person's duty to the Partnership, unless and only to the extent that the court in which that action was brought shall determine upon application or otherwise that, in view of all the circumstances of the case, that Person was not liable by reason of the disabling conduct set forth above and is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; (ii) in respect of any claim, demand, issue, or matter as to which that Person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; (iii) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, or of expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval, unless the required approval set forth in paragraph (d) of this Article VII is obtained.
Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, the Trust shall not indemnify any current or former Trustee or officer for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of such person’s office, or in respect of any claim or proceeding as to which such person shall have been adjudicated by a court or other competent body to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity.
Exclusion of Indemnification. 17 Section 5. Successful Defense by Agent..............................17 Section 6.
