Common use of Indemnification of Advisor Clause in Contracts

Indemnification of Advisor. (a) The Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement; provided that (i) the Board of Directors must have determined, in good faith, that such course of conduct was in the best interests of an Advisee and did not constitute negligence or misconduct by the Advisor or its Affiliates; (ii) such conduct was within the scope of authority of the Advisor; and (iii) any such indemnification shall be recoverable only from the assets of the Advisees and not from the assets of the stockholders, partners or directors of the Advisees, as the case may be. Notwithstanding the foregoing, the Advisor or its Affiliates shall not be indemnified for any liability, loss or damage incurred by the Advisor or its Affiliates in connection with any claim or settlement involving allegations that federal or state securities laws were violated by the Advisor or its Affiliates unless: (a) the Advisor or its Affiliates seeking indemnification are successful in defending such action on the merits of each count involving securities law violations; or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or (c) a court of competent jurisdiction approves a settlement of the claims against the Advisor or its Affiliates seeking indemnification involving securities law violations and finds that indemnification of the settlement and related costs should be made; or (d) indemnification is specifically approved by a court of competent jurisdiction in each such case.

Indemnification of Advisor. (a) The Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement; provided that (i) the Board of Directors must have determined, in good faith, that such course of conduct was in the best interests of an Advisee and did not constitute negligence or misconduct by the Advisor or its Affiliates; (ii) such conduct was within the scope of authority of the Advisor; and (iii) any such indemnification shall be recoverable only from the assets of the Advisees and not from the assets of the stockholders, partners or directors of the Advisees, as the case may be. Notwithstanding the foregoing, the Advisor or its Affiliates shall not be indemnified for any liability, loss or damage incurred by the Advisor or its Affiliates in connection with any claim or settlement involving allegations that federal or state securities laws were violated by the Advisor or its Affiliates unless: (a) the Advisor or its Affiliates seeking indemnification are successful in defending such action on the merits of each count involving securities law violations; or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or (c) a court of competent jurisdiction approves a settlement of the claims against the Advisor or its Affiliates seeking indemnification involving securities law violations and finds that indemnification of the settlement and related costs should be made; or (d) indemnification is specifically approved by a court of competent jurisdiction in each such case.

Indemnification of Advisor. (a) The Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this AgreementAgreement and the Advisor and its Affiliates will be held harmless for any loss of liability suffered by the Advisees; provided that (i) the Board of Directors must have determined, in good faith, that such course of conduct was in the best interests of an Advisee and did not constitute negligence or misconduct by the Advisor or its Affiliates; (ii) such conduct was within the scope of authority of the Advisor; and (iii) any such indemnification shall be recoverable only from the assets of the Advisees and not from the assets of the stockholders, partners or directors of the Advisees, as the case may be. Notwithstanding the foregoing, the Advisor or its Affiliates shall not be indemnified for any liability, loss or damage incurred by the Advisor or its Affiliates in connection with any claim or settlement involving allegations that federal or state securities laws were violated by the Advisor or its Affiliates unless: (a) the Advisor or its Affiliates seeking indemnification are successful in defending such action on the merits of each count involving securities law violations; or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or (c) a court of competent jurisdiction approves a settlement of the claims against the Advisor or its Affiliates seeking indemnification involving securities law violations and finds that indemnification of the settlement and related costs should be made; or (d) indemnification is specifically approved by a court of competent jurisdiction in each such case.