Common use of Indemnification of Covered Persons Clause in Contracts

Indemnification of Covered Persons. The Trust shall (exclusively with assets from the Trust Estate) to the fullest extent permitted by applicable law, indemnify and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that have accrued, may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the Investments or other activities of the Trust, activities undertaken in connection with the Trust, or otherwise relating to or arising out of this Agreement or the resulting agreements or contracts thereof, including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims, amounts and expenses referenced in this Section 13.2 are referred to collectively as “Damages”), except to the extent that it shall have been determined by a final and non-appealable judgment of a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. For such purposes, (i) Claims among the Manager employees, directors and officers solely relating to or arising out of the internal affairs of the Manager shall not be considered investment or other activities of the Trust and shall not be covered by the indemnification provisions in this Section 13.2, and (ii) no Covered Person shall be liable to the Trust or any Holder with respect to the accuracy or completeness of any information furnished by such Covered Person or any other Covered Person regarding any Investment where such information is obtained from a third party and not prepared by such Covered Person, to the extent that such Covered Person acts in good faith and in reliance upon such information and that such Covered Person discloses those facts when it furnishes such information.

Indemnification of Covered Persons. The Trust shall (exclusively with assets from the Trust Estate) to To the fullest extent permitted by applicable law, indemnify the Partnership shall indemnify, defend and hold harmless each Covered Person from and against any and all debts, losses, claims, damages, costs, demands, liabilitiesfines, costsjudgments, expensescontracts (implied and expressed, damageswritten and unwritten), lossespenalties, suitsobligations, proceedings payments, liabilities of every type and actions, nature (whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated fixed or unliquidated (“Claims”contingent), that have accrued, may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or including those arising out of the Investments any lawsuit, action or other activities of the Trust, activities undertaken in connection with the Trust, or otherwise relating proceeding (whether brought by a party to or arising out of this Agreement or the resulting agreements or contracts thereofby any third party), including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees together with any reasonable costs and expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding foregoing (a “Proceeding”), whether civil or criminal (all of such Claims, amounts and expenses referenced in this Section 13.2 are referred to collectively as “Damages”), except to the extent that ) suffered or sustained by him/her/it shall have been determined by a final and non-appealable judgment of a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination reason of any Proceeding act, omission or alleged act or omission by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. For such purposes, (i) Claims among the Manager employees, directors and officers solely relating to or him/her/it arising out of the internal affairs his/her/its activities taken primarily on behalf of the Manager shall not be considered investment Partnership, or other activities at the request or with the approval of the Trust Partnership, or primarily in furtherance of the interests of the Partnership; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were performed or omitted in good faith and shall were not be covered by the indemnification provisions fraudulent, in this Section 13.2bad faith, a result of wanton and (ii) no Covered Person shall be liable to the Trust willful misconduct or any Holder with respect to the accuracy or completeness of any information furnished by such Covered Person or any other Covered Person regarding any Investment where such information is obtained from a third party and not prepared gross negligence, by such Covered Person, a breach of duties, obligations or responsibilities of a Partner pursuant to Section 5.4.1 or a breach of any other provision of this Agreement. Expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred by a Covered Person in defending any such lawsuit, action or proceeding shall be paid by the extent Partnership in advance of the final disposition of such lawsuit, action or proceeding upon receipt of an undertaking, by or on behalf of such Covered Person, to repay such amount if it shall ultimately be determined that such Covered Person acts in good faith and in reliance upon such information and that such Covered Person discloses those facts when it furnishes such informationis not entitled to be indemnified by the Partnership as authorized by this Section 6.2.

Indemnification of Covered Persons. (a) The Trust shall (exclusively with assets from the Trust Estate) shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that have accrued, may accrue to or could be incurred by any Covered Person, or in which any Covered Person may become involvedinvolved in, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the Investments Investment or other activities of the Trust, activities undertaken in connection with the Trust, or otherwise relating to or arising out of this Agreement or the resulting agreements or contracts derived thereof, including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims, amounts and expenses referenced referred to in this Section 13.2 Clause 6.1 are referred to collectively as “Damages”), except to the extent that it shall have been determined by a final and non-appealable judgment of a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. For such purposes, (i) Claims among the Manager employees, directors and officers solely relating to or arising out of the internal affairs of the Manager shall not be considered investment or other activities of the Trust and shall not be covered by the indemnification provisions in this Section 13.2, and (ii) no Covered Person shall be liable to the Trust or any Holder with respect to the accuracy or completeness of any information furnished by such Covered Person or any other Covered Person regarding any Investment where such information is obtained from a third party and not prepared by such Covered Person, to the extent that such Covered Person acts in good faith and in reliance upon such information and that such Covered Person discloses those facts when it furnishes such information.,