Disabling Conduct Clause Samples
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Disabling Conduct. The Trustee shall be indemnified pursuant to this Section 1 against any and all Expenses unless the Trustee has been adjudicated, in the relevant Proceeding, in a Final adjudication on the merits, (i) not to have acted in good faith, (ii) not to have acted in the reasonable belief that the Trustee’s action was in the best interests of the relevant Trust or at least was not opposed to the best interests of the Trust, (iii) in the case of a criminal proceeding, to have had reasonable cause to believe his or her action was unlawful, or (iv) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Trustee’s office (each of such exceptions being referred to as “Disabling Conduct”).
Disabling Conduct. The Trustee shall be indemnified pursuant to this Section 2 against any Expenses reasonably incurred unless the Trustee incurred such Expenses by reason of the Trustee’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).
Disabling Conduct. The Director shall be indemnified pursuant to this Section 2 against any Expenses reasonably incurred unless the Director incurred such Expenses by reason of the Director’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).
Disabling Conduct. To the extent required under the Investment Company Act of 1940, but only to such extent, no indemnification shall be provided hereunder if the Trustee has been adjudicated in a Final adjudication to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (“Disabling Conduct,” and such Final adjudication, a “Disabling Adjudication”).
Disabling Conduct. The Trustee shall be indemnified pursuant to this Section 2 against any Expenses unless: (i) the Trustee incurred such Expenses by reason of the Trustee's willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the Investment Company Act; or (ii) the Trustee did not act in good faith in the reasonable belief that such Trustee's actions were in or not opposed to the best interests of the Trust (the conduct described in the foregoing clauses (i) and (ii) shall hereinafter be referred to as "Disabling Conduct").
Disabling Conduct. As defined in Section 6.1.1.
Disabling Conduct. 22 Subsidiary.......................5 Distributions...................3
Disabling Conduct. The Officer shall be indemnified pursuant to this Section 1 against any and all such Expenses unless the Officer is subject to such Expenses by reason of the Officer’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the 1940 Act (“Disabling Conduct”) and there has been a Final Decision on the merits in the relevant Proceeding that the Officer’s conduct was Disabling Conduct.
Disabling Conduct. The Trustee shall be indemnified pursuant to this Section 2 against any Expenses reasonably incurred unless (i) the Trustee incurred such Expenses by reason of the Trustee’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the 1940 Act; or (ii) the Trustee engaged in any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided in Section 3806(e) of the Delaware Statutory Trust Act (the conduct described in the foregoing clauses (i) and (ii) shall hereinafter be referred to as “Disabling Conduct”).
Disabling Conduct. A Covered Person shall not be entitled to indemnification under Section 6.2.1 with respect to any claim, issue or matter in which it has been finally determined by the non-appealable judgment of a court of competent jurisdiction that it has engaged in Disabling Conduct; provided that a court of competent jurisdiction may determine upon application that, despite such Disabling Conduct, in view of all the circumstances of the case, the Covered Person is fairly and reasonably entitled to indemnification for such liabilities and expenses as the court may deem proper.