Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agents, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense. (ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ ▇(but not including Expenses)) RiverNorth Opportunities Fund, Inc. September 9, 2019
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Rivernorth Opportunities Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company Servicer shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇the Company, its affiliates the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders and their respective stockholdersaffiliates, directors, officers, directorsstockholders, partners, agents, employees and agents controlling persons (the “▇▇▇▇▇▇▇▇▇ each, an "Indemnified Persons”Person") from and against any and all losses, claims, damagesdemands, costsdamages or liabilities of any kind, charges, counsel including legal fees and expenses, payments, expenses and liability disbursements - 45 - (collectively, “Losses”) "Liabilities"), and shall reimburse each such Indemnified Person on a current basis for all reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel), incurred by such Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative, judicial or regulatory action, suit, claim or proceeding, relating to or arising out of or relating to (a) any breach by the performance Servicer of any of its obligations hereunder and (b) the failure of any of the Services, including representations or warranties of the reasonable costs and expenses of defending against any Loss Servicer set forth herein to be true when made or enforcing this Agreementwhen deemed made or repeated, except to the extent that such Losses shall have been determined Liabilities or expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇▇▇▇’▇ have resulted from the gross negligence or willful misconductmisconduct of such Indemnified Person. ▇▇▇▇▇▇▇▇▇ Except as set forth in the immediately preceding sentence to the extent such Indemnified Person incurs such Liabilities from a third party, in no event shall indemnify the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Servicer has been advised of such loss or damage and hold harmless regardless of the Companyform of action. For the avoidance of doubt, its affiliates and their respectivewithout limiting clauses (a) or (b) of this Section 5.03, officers, directors, employees and agents (in no event shall the “Company Indemnified Persons”) Servicer be liable for any Liabilities arising solely from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agents, Portfolio Investments (including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, Liabilities that represent losses from Portfolio Investments due to the extent such Losses shall have been determined by a court of competent jurisdiction related obligor's financial inability to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.
(ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iii) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expensespay).
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either party’s the parties’ indemnification obligations set forth in clause clauses (i) and (ii) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).
(ivv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Cohen & Steers Quality Income Realty Fund Inc)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ ▇(but not including Expenses)
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Clough Global Opportunities Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of ▇G▇▇▇▇▇▇▇▇’▇ bad faith, gross negligence or willful misconduct. ▇G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedbad faith, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action gross negligence or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iii) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses).. Oxford Lane Capital Corp. January 22, 2014
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Oxford Lane Capital Corp.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to G▇▇▇▇▇▇▇▇▇ (but (but not including Expenses)
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Rivernorth Opportunities Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). Liberty All-Star Equity Fund _______, 2021
(v) It is understood and expressly stipulated that none of the directors, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Liberty All Star Equity Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence g▇▇▇▇ negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇g▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to G▇▇▇▇▇▇▇▇▇ (but (but not including Expenses)
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Reaves Utility Income Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. November 6, 2019
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Letter of Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). RiverNorth Opportunities Fund, Inc. September 23, 2021
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Rivernorth Opportunities Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence g▇▇▇▇ negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇g▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to G▇▇▇▇▇▇▇▇▇ (but (but not including Expenses)) C▇▇▇▇▇ Global Equity Fund May 28, 2019
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Clough Global Equity Fund)
Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the CompanyFund, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the CompanyFund’s gross negligence negligence, bad faith or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Fund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company Fund to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).. Western Asset High Income Fund II Inc. January 8, 2024
(ivv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Western Asset High Income Fund Ii Inc.)
Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the CompanyFund, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇’ s ▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expense.willful misconduct
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Fund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the LMP Capital and Income Fund Inc. May 20, 2025 aggregate to three (3) times the fees and charges paid hereunder by the Company Fund to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).
(ivv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (LMP Capital & Income Fund Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, or arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith, fraud or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, or arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special special, punitive or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).
(ivv) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(vi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Aberdeen Income Credit Strategies Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ ▇(but not including Expenses)) ▇▇▇▇▇▇ Global Dividend and Income Fund May 28, 2019
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Clough Global Dividend & Income Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇Ge▇▇▇▇▇▇▇’▇ gross negligence ▇ross negligence, bad faith or willful misconduct. ▇▇▇▇▇▇▇▇▇ .
(ii) Georgeson shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. Ge▇▇▇▇▇▇▇’▇ ▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ Georgeson (but not including Expenses). RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. August 18, 2022
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Letter of Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, or arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith, fraud or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, or arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special special, punitive or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the Angel Oak Financial Strategies Income Term Trust August 12, 2021 aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).
(ivv) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company
(vi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Angel Oak Financial Strategies Income Term Trust)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ ▇(but not including Expenses)) ▇▇▇▇▇▇ Global Dividend and Income Fund May 10, 2021
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Clough Global Dividend & Income Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ ▇(but not including Expenses)) RiverNorth Opportunities Fund, Inc. October 1, 2018
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Rivernorth Opportunities Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company Servicer shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇the Company, its affiliates the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders and their respective stockholdersaffiliates, directors, officers, directorsstockholders, partners, agents, employees and agents controlling persons (the “▇▇▇▇▇▇▇▇▇ each, an "Indemnified Persons”Person") from and against any and all losses, claims, damagesdemands, costsdamages or liabilities of any kind, charges, counsel including legal fees and expenses, payments, expenses and liability disbursements (collectively, “Losses”) "Liabilities"), and shall reimburse each such Indemnified Person on a current basis for all reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel), incurred by such Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative, judicial or regulatory action, suit, claim or proceeding, relating to or arising out of or relating to (a) any breach by the performance Servicer of any of its obligations hereunder and (b) the failure of any of the Services, including representations or warranties of the reasonable costs and expenses of defending against any Loss Servicer set forth herein to be true when made or enforcing this Agreementwhen deemed made or repeated, except to the extent that such Losses shall have been determined Liabilities or expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇▇▇▇’▇ have resulted from the gross negligence or willful misconductmisconduct of such Indemnified Person. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless Except as set forth in the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agents, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, immediately preceding sentence to the extent such Losses Indemnified Person incurs such Liabilities from a third party, in no event shall have the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Servicer has been determined by a court advised of competent jurisdiction to be a result such loss or damage and regardless of the Company’s gross negligence or willful misconductform of action. ▇▇▇▇▇▇▇▇▇ shall notify For the Company promptly upon becoming aware avoidance of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provideddoubt, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.
(ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth clauses (a) or (b) of this Section 5.03, in clause (i) above, neither party no event shall the Servicer be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of Liabilities arising solely from the possibility of such damages.
(iii) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of - 59 - performance of the Services will be limited in Portfolio Investments (including Liabilities that represent losses from Portfolio Investments due to the aggregate related obligor's financial inability to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expensespay).
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Indemnification Limitation of Liability. (i) The Company Servicer shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇the Company, its affiliates the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders and their respective stockholdersaffiliates, directors, officers, directorsstockholders, partners, agents, employees and agents controlling persons (the “▇▇▇▇▇▇▇▇▇ each, an "Indemnified Persons”Person") from and against any and all losses, claims, damagesdemands, costsdamages or liabilities of any kind, charges, counsel including legal fees and expenses, payments, expenses and liability disbursements (collectively, “Losses”) "Liabilities"), and shall reimburse each such Indemnified Person on a current basis for all reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel), incurred by such Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative, judicial or regulatory action, suit, claim or proceeding, relating to or arising out of or relating to (a) any breach by the performance Servicer of any of its obligations hereunder and (b) the failure of any of the Services, including representations or warranties of the reasonable costs and expenses of defending against any Loss Servicer set forth herein to be true when made or enforcing this Agreementwhen deemed made or repeated, except to the extent that such Losses shall have been determined Liabilities or expenses are found in a final, - 50 - non-appealable judgment by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇▇▇▇’▇ have resulted from the gross negligence or willful misconductmisconduct of such Indemnified Person. ▇▇▇▇▇▇▇▇▇ Except as set forth in the immediately preceding sentence to the extent such Indemnified Person incurs such Liabilities from a third party, in no event shall indemnify the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Servicer has been advised of such loss or damage and hold harmless regardless of the Companyform of action. For the avoidance of doubt, its affiliates and their respectivewithout limiting clauses (a) or (b) of this Section 5.03, officers, directors, employees and agents (in no event shall the “Company Indemnified Persons”) Servicer be liable for any Liabilities arising solely from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agents, Portfolio Investments (including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, Liabilities that represent losses from Portfolio Investments due to the extent such Losses shall have been determined by a court of competent jurisdiction related obligor's financial inability to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.
(ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iii) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expensespay).
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Indemnification Limitation of Liability. (i) The Company shall a. Supplier agrees to indemnify and hold harmless ▇▇▇▇▇▇▇▇▇PGT, along with its affiliates employees, dealers, distributors, affiliates, and their respective stockholders, officers, directors, employees and other agents (collectively, the “▇▇▇▇▇▇▇▇▇ Indemnified PersonsParties”) ), from and against any and all lossesclaim asserted by any third party for damage to that third party’s property, claimsor for bodily injury, damagesor both, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating in connection with Products provided by Supplier. Supplier’s obligations to defend and indemnify shall apply regardless of whether the claim is based on breach of warranty, breach of contract, negligence, strict liability, or any other tort. The obligations to defend and indemnify are in addition to the performance obligations Supplier already has under the terms of its warranty. The term “claim” includes, but is not limited to, allegations, notices, lawsuits, judgments, and settlements. It also includes an obligation on the Servicespart of Supplier to indemnify any Indemnified Party for costs, including expenses, attorneys’ fees, and other costs incurred in connection with the reasonable costs defense of any claim that is covered by this provision. PGT may, at its discretion, assist with the defense and expenses of defending against be represented by its own counsel in connection with any Loss or enforcing this Agreementsuch proceedings.
b. Supplier will defend, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold the Indemnified Parties harmless against losses, liabilities, costs, actions, claims and other obligations and proceedings, including but not limited to all reasonable attorney’s fees,court costs and remedial costs incurred, that arise out of, or are in connection with, any failure of the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating Products.
c. Anything contained in this Agreement to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agents, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.
(ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) abovecontrary notwithstanding, neither party shall be liable to the other for any incidentalspecial, indirectexemplary, special punitive, or consequential damages of (including without limitation, business interruption, injury to reputation and lost profits), whether or not foreseeable, arising in any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised way out of the possibility of such damages.
(iii) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇purchase, its affiliates sale or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance use of the Services will Products, provided that the damages excluded by this sentence shall not be limited in deemed to include the aggregate to three sharing of the costs of repair or replacement of defective Product (3) times the fees including any assembly and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expensesinstallation expenses associated therewith).
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Supply Agreement (PGT, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. August 18, 2020
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Letter of Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. July 28, 2021 Page 3
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the CompanyFund, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇’ s ▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expense.willful misconduct
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Fund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company Fund to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).. ClearBridge Energy Midstream Opportunity Fund Inc. September 5, 2025
(ivv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Letter of Agreement (ClearBridge Energy Midstream Opportunity Fund Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ (but not including Expenses). Liberty All-Star Growth Fund, Inc. ________, 2021
(v) It is understood and expressly stipulated that none of the directors, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Liberty All Star Growth Fund Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). Liberty All-Star Growth Fund, Inc. ____________, 2018
(v) It is understood and expressly stipulated that none of the directors, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Liberty All Star Growth Fund Inc.)
Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence ▇▇▇▇▇ negligence, bad faith or willful misconduct. .
(ii) ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the CompanyFund, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇’ s ▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expense.willful misconduct
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Fund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the Western Asset Global High Income Fund Inc. September 3, 2024 Page 3 aggregate to three (3) times the fees and charges paid hereunder by the Company Fund to ▇▇▇▇▇▇▇▇▇ (but not including Expenses).
(ivv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Western Asset Global High Income Fund Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). Liberty All-Star Growth Fund, Inc. __________, 2020
(v) It is understood and expressly stipulated that none of the directors, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Liberty All Star Growth Fund Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “"Losses”") arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of G▇▇▇▇▇▇▇▇'▇ g▇’▇▇▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇'▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇g▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either party’s the Company's indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). RiverNorth Capital and Income Fund, Inc. January 5, 2023
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (RiverNorth Capital & Income Fund, Inc.)
Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to in connection with the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of the CompanyGeorgeseon’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.
(ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.. Delaware Investments Dividend and Income Fund, Inc. April 25, 2016 Page 3
(iii) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company Fund to ▇▇▇▇▇▇▇▇▇ and Computershare Inc. for the Offer (but not including Expenses).
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Delaware Investments Dividend & Income Fund, Inc)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence g▇▇▇▇ negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇g▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to G▇▇▇▇▇▇▇▇▇ (but (but not including Expenses)) C▇▇▇▇▇ Global Opportunities Fund June 11, 2019
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Clough Global Opportunities Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, or arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence g▇▇▇▇ negligence, bad faith, fraud or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction jurisdiction, or arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇g▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special special, punitive or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). Aberdeen Income Credit Strategies Fund May 4, 2021
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Letter of Agreement (Aberdeen Income Credit Strategies Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence g▇▇▇▇ negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇g▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to G▇▇▇▇▇▇▇▇▇ (but (but not including Expenses)) C▇▇▇▇▇ Global Equity Fund May 10, 2021
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Clough Global Equity Fund)
Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇▇▇▇▇▇▇▇▇’▇ gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ negligence, bad faith or willful misconduct.
(ii) Georgeson shall indemnify and hold harmless the CompanyFund, its affiliates and their respective, respective officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providednegligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Fund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company Fund to ▇▇▇▇▇▇▇▇▇ Georgeson (but not including Expenses).
(iv) This paragraph (f) shall survive the termination of this Agreement.. Western Asset High Income Fund II Inc. March 16, 2022
Appears in 1 contract
Sources: Information Agent Agreement (Western Asset High Income Fund Ii Inc.)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “"Losses”") arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction to be jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of G▇▇▇▇▇▇▇▇▇’'▇ gross negligence negligence, bad faith or willful misconduct. ▇.
(ii) G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇'▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either party’s the Company's indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to G▇▇▇▇▇▇▇▇▇ (but (but not including Expenses)) R▇▇▇▇▇ Utility Income Fund October 7, 2015
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(iv) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Reaves Utility Income Fund)
Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence negligence, bad faith or willful misconduct. ▇▇▇▇▇▇▇▇▇ .
(ii) Georgeson shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware of the assertion of a claim against any ▇▇▇▇▇▇▇▇▇ Indemnified Person; providedgross negligence, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action bad faith or proceeding and retain its own counsel at such Indemnified Person’s expensewillful misconduct.
(iiiii) Notwithstanding anything herein to the contrary, but without limiting either partythe Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iiiiv) Any liability whatsoever of ▇▇▇▇▇▇▇▇▇Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ Georgeson (but not including Expenses). RiverNorth Opportunities Fund, Inc. October 6, 2022
(v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.
(ivvi) This paragraph (f) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Letter of Agreement (Rivernorth Opportunities Fund, Inc.)
Indemnification Limitation of Liability. (i) i. The Company shall indemnify and hold harmless ▇G▇▇▇▇▇▇▇▇, its affiliates and their respective stockholderscontrolling persons, officers, directors, employees and agents (the “▇▇▇▇▇▇▇▇▇ Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, reasonable and documented counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses (x) shall have been determined by a court of competent jurisdiction to be a result of ▇G▇▇▇▇▇▇▇▇’▇ gross negligence or willful misconductmisconduct or (y) arise out of or relate to G▇▇▇▇▇▇▇▇’▇ breach of paragraph (a)(ii) or (a)(v) of this Agreement. ▇G▇▇▇▇▇▇▇▇ shall indemnify and hold harmless the Fund and the Company, its their respective affiliates and each of their respectiverespective controlling persons, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by ▇▇▇▇▇▇▇▇▇ or its affiliates, or their respective officers, directors, employees and agentsServices, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses (x) shall have been determined by a court of competent jurisdiction to be a result of the Company’s gross negligence or willful misconduct. G▇▇▇▇▇▇▇▇’▇ shall notify the Company promptly upon becoming aware g▇▇▇▇ negligence or willful misconduct or (y) arise out of the assertion of a claim against any or relate to G▇▇▇▇▇▇▇▇’▇ Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this breach of paragraph (ga)(ii) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense or (a)(v) of the applicable Indemnified Person(s). The Company shall notify ▇▇▇▇▇▇▇▇▇ promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and ▇▇▇▇▇▇▇▇▇ may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expensethis Agreement.
(ii) . Notwithstanding anything herein to the contrary, but without limiting either party’s the indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.
(iii) . Any liability whatsoever of ▇G▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3A) times $250,000 for G▇▇▇▇▇▇▇▇’▇ breach of paragraph (a)(ii) or (a)(v) of this Agreement and (B) for all other matters, the fees and charges paid hereunder by the Company to ▇G▇▇▇▇▇▇▇▇ (but not including Expenses). For the avoidance of doubt, G▇▇▇▇▇▇▇▇’▇ aggregate liability under clauses (A) and (B) above shall not exceed $250,000.
(iv) . The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified party.
v. This paragraph (fe) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Information Agent Agreement (Gabelli Go Anywhere Trust)