Common use of Liabilities of the Adviser Clause in Contracts

Liabilities of the Adviser. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission arising out of or in connection with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Corporation. (b) The Adviser shall indemnify and hold harmless the Corporation and its officers and directors against any and all losses, claims, damages and liabilities (including reasonable legal and other expenses and amounts paid in settlement) incurred in any action, suit, proceeding or investigation (whether instituted or threatened) by reason of or arising out of the willful misfeasance, bad faith, gross negligence, or reckless disregard by the Adviser of its obligations or duties hereunder.