Common use of Indemnification of Trustees, Officers, etc Clause in Contracts

Indemnification of Trustees, Officers, etc. To the maximum extent permitted by Maryland law in effect from time to time, the Trust may indemnify a Trustee or officer (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust. Expenses, including counsel fees incurred by any such Covered Person, may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII.

Appears in 3 contracts

Samples: Agreement and Declaration of Trust (RMR Mortgage Trust), And Restated Agreement (Seven Hills Realty Trust), Agreement and Declaration of Trust (Seven Hills Realty Trust)

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Indemnification of Trustees, Officers, etc. To the maximum extent permitted by Maryland law in effect from time to time, the The Trust may shall indemnify a Trustee or officer (including persons each of its Trustees and officers and any person who serve serves at the Trust’s 's request as directorsa director, officers officer or trustees trustee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) otherwise (hereinafter referred to to, together with such person's heirs, executors, administrators or other legal representatives, as a “Covered Person”"COVERED PERSON") against all liabilities and expenses, including, without limitation, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees fees, reasonably incurred or paid by any such Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person he may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding (i) not to have acted in good faith in the reasonable belief that such Covered Person’s his action was in the best interests of the Trust. Expenses, including counsel fees incurred by any such Covered Person, may or (ii) to be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid liable to the Trust if it is ultimately determined that indemnification or its Shareholders by reason of such expenses is not authorized under this Article VIIIwillful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Appears in 1 contract

Samples: Hancock John Patriot Premium Dividend Fund Ii

Indemnification of Trustees, Officers, etc. To the maximum extent permitted by Maryland law in effect from time to time, the Trust may indemnify a Trustee or officer (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the TrustTrust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees incurred by any such Covered Person, may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (RMR Real Estate Income Fund)

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Indemnification of Trustees, Officers, etc. To the maximum extent permitted by Maryland law in effect from time to time, the The Trust may shall indemnify a Trustee or officer (including persons each of its Trustees and officers and any person who serve serves at the Trust’s 's request as directorsa director, officers officer or trustees trustee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) otherwise (hereinafter referred to to, together with such person's heirs, executors, administrators or other legal representatives, as a "Covered Person" ) against all liabilities and expenses, including, without limitation, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees fees, reasonably incurred or paid by any such Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person he may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding (i) not to have acted in good faith in the reasonable belief that such Covered Person’s his action was in the best interests of the Trust. Expenses, including counsel fees incurred by any such Covered Person, may or (ii) to be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid liable to the Trust if it is ultimately determined that indemnification or its Shareholders by reason of such expenses is not authorized under this Article VIIIwillful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Appears in 1 contract

Samples: Agreement And (Hancock John Patriot Premium Dividend Fund Ii)

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