Adviser Indemnification Clause Samples
Adviser Indemnification. The Trust shall indemnify and hold harmless the Adviser and its affiliates from any claim, loss or expense ("Losses") arising out of the Adviser's activities under this Agreement, other than Losses resulting from the Adviser's Disabling Conduct.
Adviser Indemnification. The Adviser hereby agrees to indemnify and hold Sub-adviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney’s fees) suffered by Sub-adviser resulting from (i) Adviser’s material breach of Section 1.4 hereof or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Adviser or any of its directors, officers or employees in the performance of its duties and obligations under this Agreement, except to the extent such loss results from Sub-adviser’s own willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of Sub-adviser’s duties and obligations under this Agreement. For the avoidance of doubt, no act of willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of the Fund’s duties and obligations under this Agreement shall relieve the Adviser of any indemnification obligation to which Sub-adviser would be otherwise entitled pursuant to this Section 4.2(c).