Common use of Exception to Right of Indemnification or Advancement of Expenses Clause in Contracts

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a Proceeding under Section 7(a) of this Agreement), unless the bringing of such Proceeding or making of such claim shall have been approved by a vote of a majority of the members of the Board of Trustees. (b) Notwithstanding any other provision of this Agreement, the Fund shall not be liable to indemnify Indemnitee against any liability to the Fund or its stockholders (other than a Proceeding under Section 7(a) of this Agreement) to which Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence, or by reason of Indemnitee’s reckless disregard of Indemnitee’s duties as a trustee or officer of the Fund.

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a Proceeding under Section 7(a) of this Agreement), unless the bringing of such Proceeding or making of such claim shall have been approved by a vote of a majority of the members of the Board of TrusteesDirectors. (b) Notwithstanding any other provision of this Agreement, the Fund shall not be liable to indemnify Indemnitee against any liability to the Fund or its stockholders (other than a Proceeding under Section 7(a) of this Agreement) to which Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence, or by reason of Indemnitee’s reckless disregard of Indemnitee’s duties as a director, trustee or officer of the Fund.

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement advance of Expenses under this Agreement with respect to any Proceeding proceeding brought by Indemnitee (other than a Proceeding under Section 7(a) of this Agreement)Indemnitee, unless the bringing of such Proceeding proceeding or making of such claim (i) is pursuant to Section 10 hereof or (ii) shall have been approved by a vote of a majority of the members of the Board of TrusteesTrustees as required by the Company's Bylaws. (b) Notwithstanding any other provision of this Agreement, the Fund Company shall not be liable indemnify or advance Expenses to indemnify Indemnitee if doing so would protect Indemnitee against any liability to the Fund Company or its stockholders (other than a Proceeding under Section 7(a) of this Agreement) to which Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence, in the performance of Indemnitee's duties, or by reason of Indemnitee’s 's reckless disregard of Indemnitee’s his obligations and duties as a trustee or officer of the Fundunder this Agreement.