Common use of Liquidating Trustee Clause in Contracts

Liquidating Trustee. (a) If the dissolution of the Fund is caused by circumstances under which no Manager is available to act as liquidating Manager or if all liquidating Manager are unable or refuse to act, the Shareholders, by a majority vote, shall appoint a liquidating trustee who shall proceed to wind up the business affairs of the Fund. If no liquidating trustee is appointed within 180 days after the event of dissolution, any Shareholder may petition the Court of Chancery of Delaware to appoint a liquidating trustee. The liquidating trustee shall have no liability to the Fund or to any Shareholder for any loss suffered by the Fund which arises out of any action or inaction of the liquidating trustee if the liquidating trustee, in good faith, determined that such course of conduct was in the best interests of the Shareholders and such course of conduct did not constitute negligence or misconduct of the liquidating trustee. The liquidating trustee shall be indemnified by the Fund against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Fund, provided that the same were not the result of negligence or misconduct of the liquidating trustee. (b) Notwithstanding the above, the liquidating trustee shall not be indemnified and no expenses shall be advanced on its behalf for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws, unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee.

Liquidating Trustee. (a) If the dissolution of the Fund is caused by circumstances under which no Manager is available to act as liquidating Manager or if all liquidating Manager are unable or refuse to act, the Shareholders, by holders of a majority vote, Majority of the Voting Shares shall appoint a liquidating trustee who shall proceed to wind up the business affairs of the Fund. If no liquidating trustee is appointed within 180 days after the event of dissolution, any Shareholder may petition the Court of Chancery of Delaware to appoint a liquidating trustee. The liquidating trustee shall have no liability to the Fund or to any Shareholder for any loss suffered by the Fund which arises out of any action or inaction of the liquidating trustee if the liquidating trustee, in good faith, determined that such course of conduct was in the best interests of the Shareholders and such course of conduct did not constitute negligence or misconduct of the liquidating trustee. The liquidating trustee shall be indemnified by the Fund against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Fund, provided that the same were not the result of negligence or misconduct of the liquidating trustee. (b) Notwithstanding the above, the liquidating trustee shall not be indemnified and no expenses shall be advanced on its behalf for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws, unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee. (c) In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission and the Massachusetts Securities Division (if applicable) and the Tennessee Securities Division (if applicable), or other applicable securities administrators if required, with respect to the issue of indemnification for securities law violations. (d) The Fund shall not incur the cost of that portion of any insurance, other than public liability insurance, which insures any party against any liability the indemnification of which is herein prohibited.

Liquidating Trustee. (a) If the dissolution of the Fund is caused by circumstances under which no Manager is available to act as liquidating Manager or if all liquidating Manager are unable or refuse to act, the Shareholders, by holders of a majority vote, Majority of the Voting Shares shall appoint a liquidating trustee who shall proceed to wind up the business affairs of the Fund. If no liquidating trustee is appointed within 180 days after the event of dissolution, any Shareholder may petition the Court of Chancery of Delaware to appoint a liquidating trustee. The liquidating trustee shall have no liability to the Fund or to any Shareholder for any loss suffered by the Fund which arises out of any action or inaction of the liquidating trustee if the liquidating trustee, in good faith, determined that such course of conduct was in the best interests of the Shareholders and such course of conduct did not constitute negligence or misconduct of the liquidating trustee. The liquidating trustee shall be indemnified by the Fund against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Fund, provided that the same were not the result of negligence or misconduct of the liquidating trustee. (b) Notwithstanding the above, the liquidating trustee shall not be indemnified and no expenses shall be advanced on its behalf for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws, unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee.