Common use of Indemnification of the ABA RF Clause in Contracts

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, its then present and former officers, directors and advisory directors, the ABA and its then present and former officers and Board of Governors (the “Indemnified Persons”) against any and all expenses (including attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims and (iii) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, of the Indemnified Persons, which approval shall not be unreasonably withheld.

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, its then present and former officers, directors and advisory directors, the ABA ABA, and its then present and former officers and Board of Governors (the “Indemnified Persons”) against any and all expenses (including attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims and (iii) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, of the Indemnified Persons, which approval shall not be unreasonably withheld.

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, its then present and former officers, directors and advisory directors, the ABA and its then present and former officers and Board of Governors (the “Indemnified Persons”) against any and all expenses (including attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l502(1) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons Person (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims and (iii) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, of the Indemnified Persons, which approval shall not be unreasonably withheld.

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, its then present and former officers, directors and advisory directors, the ABA and its then present and former officers and Board of Governors directors (the “Indemnified Persons”) against any and all expenses (including attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement, provided, however, that in no event shall the indemnification obligations of the Advisor to the Indemnified Persons pursuant to this Section 6(c) with respect to any claim exceed the greater of (A) three times the fees paid to the Advisor hereunder for the twelve calendar month period ending immediately before the date on which a claim for indemnification is made hereunder, and (B) $1 million, provided, further, however, that the foregoing limitation shall not be applicable if it is determined by a court of final jurisdiction (or agreed by the Advisor) that the Advisor’s acts or omissions to which such indemnification relates was willful or unlawful. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims claims, (iii) except as otherwise provided in Section 6(c)(iii) below, the Advisor shall, in its reasonable good faith discretion, be entitled to control the response to any such threatened or actual claim and (iiiiv) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, of the Indemnified Persons, which approval shall not be unreasonably withheld.

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, and its then present and former officers, directors and advisory directors, the ABA and its then present and former officers and Board of Governors (the “Indemnified Persons”) against any and all expenses (including attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims and (iii) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, of the Indemnified Persons, which approval shall not be unreasonably withheld.

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, its then present and former officers, directors and advisory directors, the ABA and its then present and former officers and Board of Governors (the “Indemnified Persons”) against any and all expenses (including reasonable attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement, provided, however, that in no event shall the indemnification obligations of the Advisor to the Indemnified Persons pursuant to this Section 6(c) with respect to any claim exceed the greater of (A) three times the fees paid to the Advisor hereunder for the twelve calendar month period ending immediately before the date on which a claim for indemnification is made hereunder, and (B) $1 million, provided, further, however, that the foregoing limitation shall not be applicable if it is determined by a court of final jurisdiction (or agreed by the Advisor) that the Advisor’s acts or omissions to which such indemnification relates was willful or unlawful. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims claims, (iii) except as otherwise provided in Section 6(c)(iii) below, the Advisor shall, in its reasonable good faith discretion, be entitled to control the response to any such threatened or actual claim and (iiiiv) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, of the Indemnified Persons, which approval shall not be unreasonably withheld.

Indemnification of the ABA RF. (i) To the extent permitted by Applicable Law, the Advisor agrees to defend, indemnify and hold harmless the ABA RF, its then present and former officers, directors and advisory directors, the ABA and its then present and former officers and Board of Governors (the “Indemnified Persons”) against any and all expenses (including attorney’s fees, judgments, fines and penalties, including any civil penalties assessed under Section 502(l) of ERISA) and amounts paid in settlement actually or reasonably incurred in connection with any threatened, pending or current action, suit, proceeding or claim, whether civil, criminal, administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto by reason of any of the Advisor’s acts or omissions in connection with this Agreement. For the above defense, indemnity and hold harmless provision to apply (i) the Indemnified Persons (or the ABA RF) shall inform the Advisor promptly of any claims threatened or made against any Indemnified Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in responding to such threatened or actual claims and (iii) any settlement agreement entered into by the Indemnified Persons shall require the written approval of the Advisor, which approval shall not be unreasonably withheld or delayed, and any settlement agreement entered into by the Advisor shall require written approval, within the time frame established by the Advisor, Advisor of the Indemnified Persons, which approval shall not be unreasonably withheld. For the avoidance of doubt, references to former officers, directors, advisory directors and the Board of Governors refer to those persons in such positions as of the date of this Agreement.