Common use of Indemnified Person Clause in Contracts

Indemnified Person. If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager and Trust Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager and Trust Indemnified Person, adequately represent the interests of the Manager and Trust Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager and Trust Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager and Trust Indemnified Person. The Manager and Trust Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager and Trust Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager and Trust Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager and Trust Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager and Trust Indemnified Person.

Indemnified Person. If the Subadvisor Adviser assumes the defense of any such action and the selection of counsel by the Subadvisor Adviser to represent both the Subadvisor Adviser and the Manager and Trust Sub-Adviser Indemnified Person would result in a conflict of interest and, interests and therefore, would not, in the reasonable judgment of the Manager and Trust Sub-Adviser Indemnified Person, adequately represent the interests of the Manager and Trust Sub-Adviser Indemnified Person, the Subadvisor Adviser will, at its own expense, assume the defense with counsel to the Subadvisor Adviser and, also at its own expense, with separate counsel to the Manager and Trust Sub-Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Subadvisor Adviser and to the Manager and Trust Sub-Adviser Indemnified Person. The Manager and Trust Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor Adviser shall not be liable to the Manager and Trust Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager and Trust Sub-Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Subadvisor Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager and Trust Sub-Adviser Indemnified Person if the compromise or settlement results, or may result, result in a finding of wrongdoing on the part of the Manager and Trust Sub-Adviser Indemnified Person.

Indemnified Person. If the Subadvisor Manager assumes the defense of any such action and the selection of counsel by the Subadvisor Manager to represent both the Subadvisor and the Manager and Trust the Sub-Adviser Indemnified Person would result in a conflict of interest and, interests and therefore, would not, in the reasonable judgment of the Manager and Trust Sub-Adviser Indemnified Person, adequately represent the interests of the Manager and Trust Sub-Adviser Indemnified Person, the Subadvisor Manager will, at its own expense, assume the defense with counsel to the Subadvisor Manager and, also at its own expense, with separate counsel to the Manager and Trust Sub-Adviser Indemnified Person, which counsel shall be satisfactory to the Subadvisor Manager and to the Manager and Trust Sub-Adviser Indemnified Person. The Manager and Trust Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor Manager shall not be liable to the Manager and Trust Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager and Trust Sub-Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Subadvisor Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager and Trust Sub-Adviser Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager and Trust Sub-Adviser Indemnified Person.