Indemnification of Covered Persons. Every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.
Indemnification of Covered Persons. Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons), and the material details an...
Indemnification of Covered Persons shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 16.2 (Indemnification of Covered Persons) and no amendments of this Agreement without the consent of such Covered Person shall reduce or restrict the indemnification under this Section 16.2 (Indemnification of Covered Persons).
Indemnification of Covered Persons to the fullest extent possible (i) from applicable insurance policies (including any insurance policies referred to in Section 13.6 (Insurance)), and (ii) from Persons other than the Limited Partners (for example, out of the Fund’s assets or from Portfolio Companies), then (iii) from Remaining Commitments, before finally causing the Fund to make payments pursuant to Section 16.2 (Indemnification of Covered Persons) and before finally requiring the Limited Partners to return distributions to the Fund pursuant to Section 16.3 (Limited Partner Giveback) to the minimum extent necessary to fund such part of any indemnification obligation that remains unfulfilled from other sources. The General Partner shall obtain and maintain prudent insurance policies to mitigate the risk to the Fund of the indemnification obligations of the Fund described in this Article 16 (Exculpation and Indemnification).
Indemnification of Covered Persons. 13.5.4 The Advisory Committee shall be entitled to appoint professional advisors, and the General Partner shall cause the reasonable fees and expenses of any such advisors to be paid by the Fund as a Fund Expense.
Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust.
Indemnification of Covered Persons. Except as set forth in Section 11.7, the Fund shall defend, indemnify, save harmless, and pay all judgments and claims against the Covered Persons relating to any Liabilities incurred by reason of any act performed or omitted to be performed by any of them in connection with the business of the Fund, including reasonable attorneys’ fees incurred by any of them in connection with the defense of any Proceeding, which attorneys’ fees shall be paid as incurred; provided, however, that there shall be no indemnification of a Person pursuant to this Section 11.4 from any liability arising out of any negligent act or omission of such Person or one that constitutes a breach of the implied contractual covenant to the Fund, its Members, or the Manager of good faith and fair dealing.
Indemnification of Covered Persons. 16.2.1 Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources.
Indemnification of Covered Persons. The Trust shall (exclusively with assets from the Trust Estate) to the fullest extent permitted by applicable law, indemnify and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that have accrued, may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the Investments or other activities of the Trust, activities undertaken in connection with the Trust, or otherwise relating to or arising out of this Agreement or the resulting agreements or contracts thereof, including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims, amounts and expenses referenced in this Section 13.2 are referred to collectively as “Damages”), except to the extent that it shall have been determined by a final and non-appealable judgment of a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. For such purposes, (i) Claims among the Manager employees, directors and officers solely relating to or arising out of the internal affairs of the Manager shall not be considered investment or other activities of the Trust and shall not be covered by the indemnification provisions in this Section 13.2, and (ii) no Covered Person shall be liable to the Trust or any Holder with respect to the accuracy or completeness of any information furnished by such Covered Person or any other Covered Person regarding any Investment where such information is obtained from a third party and not prepared by such Covered Person, to the extent that such Covered Person acts in good faith and in reliance upon such information and that such Covered Person discloses ...
Indemnification of Covered Persons. To the extent permitted by law, the Company shall indemnify, defend and hold harmless the Member and such officers, employees and agents of the Company as the Member identifies in writing as being entitled to indemnification under this provision (each a “Covered Person”) from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceeding, together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “Damages”) suffered or sustained by such Covered Person by reason of any act, omission or alleged act or omission by such Covered Person arising out of such Covered Person’s activities taken primarily on behalf of the Company, or at the request or with the approval of the Company, or primarily in furtherance of the interests of the Company; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based did not constitute willful misconduct or gross negligence.
