Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. The Company agrees to indemnify the Manager and each Manager Exculpated Party to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) fees, costs and expenses paid in connection with or resulting from any claim, action, or demand against the Company, the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action, or demand; provided, however, that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach of this Agreement (beyond any applicable notice and cure period) by the Manager or such Manager Exculpated Party, in which event the Company shall not be obligated to so reimburse the Manager (or the Manager Exculpated Party) seeking indemnification or to be held harmless. If a claim is raised against the Manager as to which the Manager reasonably believes that it is entitled to indemnification as aforesaid, then, pending any determination as to whether the Manager is in fact entitled to such indemnification, the Manager shall have the right to utilize the Assets to reimburse the Manager for the cost of defending against such claim, including, without limitation, the cost of legal counsel in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnification, then the Manager shall promptly reimburse the Company for any payments made to it on account of such indemnification.

Indemnification of Manager. The Company agrees to indemnify the Manager (and each Manager Exculpated Party to of its directors, officers, employees, consultants, agents and shareholders) shall be indemnified and saved harmless by the fullest extent permitted by law and to save and hold them harmless Managed Entity from and in respect of against all (a) fees, costs liabilities and expenses paid in connection with or resulting from any claim(including judgements, actionfines, or demand against the Companypenalties, the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of and counsel fees), reasonably incurred in connection with any such claim, action, suit or demand; provided, however, proceeding to which Manager may hereafter be made a Party by reason of providing services hereunder to the Managed Entity provided that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach of this Agreement (beyond any applicable notice and cure period) by the Manager or such Manager Exculpated Party, in which event the Company shall not be obligated finally adjudged in such action, suit or proceeding as liable for or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to so reimburse the Manager Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the Manager Exculpated Partyright of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) seeking indemnification advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or to be held harmless. If a claim is raised against the Manager matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager reasonably believes receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that it Manager is entitled to indemnification under this Agreement. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as aforesaid, then, pending any determination as a matter of law or which may be lawfully granted to whether the Manager is in fact entitled to such indemnification, the Manager Manager. The provisions of Article 8 shall have the right to utilize the Assets to reimburse the Manager for the cost survive termination of defending against such claim, including, without limitation, the cost of legal counsel in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnification, then the Manager shall promptly reimburse the Company for any payments made to it on account of such indemnificationthis Agreement.

Indemnification of Manager. The Company agrees to indemnify the Manager (and each Manager Exculpated Party to of its directors, officers, employees, consultants, agents and shareholders) shall be indemnified and saved harmless by the fullest extent permitted by law and to save and hold them harmless Managed Entity from and in respect of against all (a) fees, costs liabilities and expenses paid in connection with or resulting from any claim(including judgements, actionfines, or demand against the Companypenalties, the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of and counsel fees), reasonably incurred in connection with any such claim, action, suit or demand; provided, however, proceeding to which Manager may hereafter be made a Party by reason of providing services hereunder to the Managed Entity provided that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach of this Agreement (beyond any applicable notice and cure period) by the Manager or such Manager Exculpated Party, in which event the Company shall not be obligated finally adjudged in such action, suit or proceeding as liable for or guilty of wilful misconduct, bad faith, gross negligence or reckless disregard of duty to so reimburse the Manager 50683016.4 Managed Entity, in relation to the matter or matters in respect of which indemnification is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the Manager Exculpated Partyright of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) seeking indemnification advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or to be held harmless. If a claim is raised against the Manager matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager reasonably believes receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that it Manager is entitled to indemnification under this Agreement. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as aforesaid, then, pending any determination as a matter of law or which may be lawfully granted to whether the Manager is in fact entitled to such indemnification, the Manager Manager. The provisions of Article 8 shall have the right to utilize the Assets to reimburse the Manager for the cost survive termination of defending against such claim, including, without limitation, the cost of legal counsel in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnification, then the Manager shall promptly reimburse the Company for any payments made to it on account of such indemnificationthis Agreement.

Indemnification of Manager. The Company agrees to Except as limited by law, the LLC shall indemnify the Manager and each Manager Exculpated Party to member of the fullest extent permitted by law Investment Committee (each, an “Indemnitee” and to save collectively, the “Indemnitees”) for all expenses, losses, liabilities and hold them harmless from damages such Indemnitee actually and in respect of all (a) fees, costs and expenses paid reasonably incurs in connection with the defense or resulting from settlement of any claim, action, or demand against the Company, the Manager, or any Manager Exculpated Party that arises action arising out of or in any way relates relating to the Companyconduct of the LLC’s activities, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action, or demand; provided, however, that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party except an action with respect to any of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach of this Agreement (beyond any applicable notice and cure period) by the Manager or such Manager Exculpated Party, in which event the Company shall not be obligated to so reimburse the Manager (or a member of the Investment Committee that is also a Manager) is adjudged to be liable for breach of a fiduciary duty owed to the LLC or the Members under the Act or this Agreement. The LLC shall advance the costs and expenses of defending actions against the Indemnitees arising out of or relating to the management of the LLC, provided it first receives the written undertaking of the Manager Exculpated Party) seeking indemnification or to be held harmless. If a claim is raised against the Manager as to which the Manager reasonably believes that it is entitled to indemnification as aforesaid, then, pending any determination as to whether the Manager is in fact entitled to such indemnification, the Manager shall have the right to utilize the Assets to reimburse the Manager LLC if ultimately found not to be entitled to indemnification. The LLC acknowledges and agrees that the obligation of the LLC under this Agreement to indemnify or advance expenses to Indemnitee for the cost matters covered hereby shall be the primary source of defending against indemnification and advancement of such claim, including, without limitation, the cost of legal counsel Indemnitee in connection therewith; provided, howeverother than any source of indemnification and advancement provided by the Fund, that if it is eventually determined which shall be primary to the obligation of the LLC, and any obligation on the part of any Indemnitee under any Other Indemnification Agreement to indemnify or advance expenses to such Indemnitee shall be secondary to the LLC’s obligation and shall be reduced by any amount that the Manager was not entitled Indemnitee may collect as indemnification or advancement from the LLC. If the LLC fails to indemnify or advance expenses to an Indemnitee as required or contemplated by this Agreement, and any Person (other than the Fund or a Person acting on behalf of the Fund) makes any payment to such indemnification, then the Manager shall promptly reimburse the Company for Indemnitee in respect of indemnification or advancement of expenses under any payments made to it Other Indemnification Agreement on account of unpaid indemnification amount under this Agreement, such indemnificationother Person shall be subrogated to the rights of such Indemnitee under this Agreement in respect of such unpaid amount.

Indemnification of Manager. The Company agrees to indemnify the Manager and each Manager Exculpated Party to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) feesThe Company shall indemnify any Manager who was or is a party or is threatened to be made a party to, costs or otherwise becomes involved in, any threatened, pending or completed Proceeding (other than a Proceeding by or in the right of the Company) by reason of the fact that such Manager is or was an agent of the Company against all Losses actually and expenses paid reasonably incurred by or levied against such Manager in connection with such Proceeding, unless it is determined by a court of competent jurisdiction that such Manager did not act in good faith, in a manner he or resulting from any claim, action, she reasonably believed to be in or demand against not opposed to the best interests of the Company, and in a manner not in violation of this Agreement or the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and (b) such claims, actionsAct, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action, or demand; provided, however, that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any criminal Proceeding, in a manner where the Manager had no reasonable cause to believe his or her conduct was unlawful. (b) The Company shall indemnify any Manager who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any threatened, pending or completed Proceeding by or in the right of the foregoing Company to procure a judgment in its favor by reason of the fact that such Manager is or was an agent of the Company only against Expenses actually and reasonably incurred by such Manager in connection with such Proceeding, unless it is determined by a court of competent jurisdiction that such Manager did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding any other provision hereof, no indemnification shall be made with respect to any claim, issue or matter as to which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach such Manager shall have been adjudged to be in violation of this Agreement (beyond any applicable notice or the Act or otherwise liable to the Company unless and cure period) by only to the Manager extent that the court in which such Proceeding was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Manager Exculpated Party, in which event the Company shall not be obligated to so reimburse the Manager (or the Manager Exculpated Party) seeking indemnification or to be held harmless. If a claim is raised against the Manager as to which the Manager fairly and reasonably believes that it is entitled to indemnification for such Expenses which such court shall deem proper. (c) Any indemnification under Sections 11.2(a) or 11.2(b) (unless ordered by a court as aforesaid, then, pending any referred to in such Section) shall be made by the Company only as authorized in the specific case upon a determination as to whether that indemnification of the Manager is proper in fact entitled to the circumstances because such indemnification, Manager has met the Manager shall have the right to utilize the Assets to reimburse the Manager for the cost applicable standard of defending against such claim, including, without limitation, the cost of legal counsel conduct set forth in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnification, then the Manager shall promptly reimburse the Company for any payments made to it on account of such indemnificationSections 11.2(a) or 11.2(b).

Indemnification of Manager. The Company agrees shall, to the maximum extent permitted by applicable law, indemnify and hold harmless the Manager Manager, its members, managers, employees, agents, assigns or any of their respective affiliates or any person who was, at the time in question, such a person (collectively, the “Related Persons”) and the Company shall release each Manager Exculpated Party Related Person, to the fullest extent permitted by law and to save and hold them harmless law, from and against any and all Damages (as defined below), including, without limitation, Damages incurred in respect of all (a) feespreparing or defending any action, costs and expenses paid in connection with or resulting from any claim, actionproceeding, investigation or demand against the Company, the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting appeal from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action, or demand; provided, however, that the Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any of the foregoing by or before any court or governmental authority, whether pending or threatened, whether or not a Related Person is or may be a party thereto, which, in the judgment of the Manager, arise out of, relate to or are in connection with this Agreement or the management or conduct of the business or affairs of the Company provided that (a) the act or failure to act giving rise to such Damages was taken in good faith and except for any such Damages that are found by a court of competent jurisdiction to have resulted primarily from any act or omission which arises from the fraud, misappropriation of funds, constituted gross negligence, willful misconduct intentional misconduct, an intentional or material breach of this Agreement or a knowing violation of law, and (beyond any applicable notice and cure periodb) by the Manager or if such Manager Exculpated Party, in which event the Company shall not be obligated to so reimburse the Manager (or the Manager Exculpated Party) seeking indemnification or to be held harmless. If a claim is raised against the Manager as to which the Manager reasonably believes that it Related Person is entitled to indemnification as aforesaid, then, pending from any determination as to whether source other than the Manager is in fact entitled to such indemnification, the Manager shall have the right to utilize the Assets to reimburse the Manager for the cost of defending against such claim, including, without limitation, the cost of legal counsel in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnificationCompany, then the Manager shall promptly reimburse use its reasonable best efforts to cause such Related Person to seek indemnification from such other source simultaneously with seeking indemnification from the Company, and the amount recovered by such Related Person from such other source shall reduce the amount of the Company’s indemnification obligation hereunder. Attorneys’ fees and expenses shall be paid by the Company as they are incurred upon receipt of an undertaking, in each case, by or on behalf of the Related Person on whose behalf such expenses are incurred to repay such amounts if it is ultimately determined that such Related Person is not entitled to indemnification with respect thereto. The indemnification provisions of this Section may be asserted and enforced by, and shall be for the benefit of, each Related Person, and each Related Person is hereby specifically empowered to assert and enforce such right; provided that any payments made Related Person who enters into a settlement of any proceeding without the prior approval of the Manager (which approval shall not be unreasonably withheld) shall not be entitled to it on account the indemnification provided in this section. The right of any Related Person to the indemnification provided herein shall be in addition to any and all rights to which such indemnificationRelated Person may otherwise be entitled by contract or as a matter of law or equity.

Indemnification of Manager. The Company agrees to indemnify the Manager and each Manager Exculpated Party to its officers, directors, employees and agents shall be indemnified and saved harmless by the fullest extent permitted by law and to save and hold them harmless Fund out of the Fund Property from and against: (a) all claims whatsoever (including costs, charges, expenses and liabilities in connection therewith) brought, commenced or prosecuted against them for or in respect of all (a) feesany act, costs and expenses paid deed, matter or thing whatsoever made, done, acquiesced in connection with or resulting from any claim, action, omitted in or demand against the Company, the Manager, or any Manager Exculpated Party that arises out of about or in any way relates relation to the Company, its properties, business, or affairs and execution of the duties of the Manager as herein provided; and (b) all other reasonable costs, charges, expenses and liabilities that they sustain or incur in respect of the affairs of the Fund; other than any such claims, actionscosts, charges, expenses and demands and any losses or damages liabilities resulting from wilful misconduct, bad faith, negligence, a breach of the obligations of the Manager hereunder or the failure by the Manager to meet the standard of care set forth in Section 10.1. If any claim contemplated in this Section 10.3 shall be asserted against a person or company entitled to indemnification hereunder (an "Indemnified Person") the Indemnified Person shall notify the Trustee as soon as possible of the nature of such claims, actions, claim and demands, including amounts paid in settlement or compromise the Trustee shall be entitled (if recommended by attorneys for but not required) to assume the Company) defence of any suit brought to enforce such claim, action, or demand; provided, however, that the Company defence shall be through legal counsel acceptable to the Indemnified Person and that no settlement may be made by the Indemnified Person without the prior written consent of the Trustee. If the Trustee does not indemnify or hold harmless assume such defence, the Manager may do so. The fees and expenses of legal counsel (whether the defence is assumed by the Trustee or a the Manager) shall be paid from the Fund Property as provided in this Section 8.3, but shall be reimbursed to the Fund if the Manager Exculpated Party with is not entitled to indemnity in respect thereof pursuant to this Article 10. The Indemnified Person shall have the right to employ separate counsel in any proceeding described above and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless: (i) the employment of such counsel has been authorized by the Trustee; or (ii) the named parties to any such proceeding include the Trustee and the Indemnified Person and representation of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct or material breach of this Agreement (beyond any applicable notice and cure period) parties by the Manager same counsel would be inappropriate due to actual or such Manager Exculpated Partypotential differing interests between them, in which event the Company fees and expenses of such counsel shall not be obligated paid from the Fund Property as provided in this Section 10.3, but shall be reimbursed to so reimburse the Manager (or Fund if the Manager Exculpated Party) seeking indemnification or to be held harmless. If a claim Indemnified Person is raised against the Manager as to which the Manager reasonably believes that it is entitled to indemnification as aforesaid, then, pending any determination as to whether the Manager is in fact entitled to such indemnification, the Manager shall have the right to utilize the Assets to reimburse the Manager for the cost of defending against such claim, including, without limitation, the cost of legal counsel in connection therewith; provided, however, that if it is eventually determined that the Manager was not entitled to such indemnification, then the Manager shall promptly reimburse the Company for any payments made indemnity in respect thereof pursuant to it on account of such indemnificationthis Article 10.