Responsibility of Dual Directors Officers and/or Employees Clause Example with 10 Variations from Business Contracts
This page contains Responsibility of Dual Directors Officers and/or Employees clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser. 6 8.... Indemnification. The Adviser and any Sub-Adviser (and their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) and any other person or entity affiliated with, or acting on behalf of, the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' duties or obligations under this Agreement, any Sub-Advisory Agreement, or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses to the Company or its stockholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Variations of a "Responsibility of Dual Directors Officers and/or Employees" Clause from Business Contracts
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company Corporation and acts as such in any business of the Company, Corporation, then such manager, partner, member, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, Corporation and not as a manager, partner, member, officer or and/or employee of the Advis...er or the Administrator or under the control or direction of the Adviser, Adviser or the Administrator, even if paid by the Adviser. 6 8. Adviser or the Administrator. 7 9. Limitation of Liability of the Adviser; Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, members and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, Adviser, including without limitation its general partner and the "Indemnified Parties"), Administrator) shall not be liable to the Company Corporation for any action taken or omitted to be taken by any such Indemnified Party the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services, and the Company Corporation shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Corporation. Notwithstanding the preceding sentence of this Section 8 Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company Corporation or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company Corporation and acts as such in any business of the Company, Corporation, then such manager, partner, member, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, Corporation and not as a manager, partner, member, officer or and/or employee of the Advis...er or the Administrator or under the control or direction of the Adviser, Adviser or the Administrator, even if paid by the Adviser. 6 Adviser or the Administrator. 8 9. Limitation of Liability of the Adviser; Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, members and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, Adviser, including without limitation its managing member and the "Indemnified Parties"), Administrator) shall not be liable to the Company Corporation for any action taken or omitted to be taken by any such Indemnified Party the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services, and the Company Corporation shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its managing member and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Corporation. Notwithstanding the preceding sentence of this Section 8 Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company Corporation or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC Securities and Exchange Commission or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, member, partner, member, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company Corporation and acts as such in any business of the Company, Corporation, then such manager, member, partner, member, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, Corporation and not as a manager, member, partner, member, officer or and/...or employee of the Adviser or the Administrator or under the control or direction of the Adviser, Adviser or the Administrator, even if paid by the Adviser. 6 Adviser or the Administrator. 8 9. Limitation of Liability of the Adviser; Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, members and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, Adviser, including its managing member and the "Indemnified Parties"), Administrator) shall not be liable to the Company Corporation for any action taken or omitted to be taken by any such Indemnified Party the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services, and the Company Corporation shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its managing member and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Corporation. Notwithstanding the preceding sentence of this Section 8 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company Corporation or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC Securities and Exchange Commission or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a member, officer, manager, partner, member, officer employee or employee agent of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company Corporation and acts as such in any business of the Company, Corporation, then such manager, partner, member, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, Corporation and not as a manager, partner, member, officer...or and/or employee of the Adviser or the Administrator or under the control or direction of the Adviser, Adviser or the Administrator, even if paid by the Adviser. 6 Adviser or the Administrator. 7 8. Limitation of Liability of the Adviser; Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, members, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, agents, and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), Adviser) shall not be liable to the Company Corporation for any action taken or omitted to be taken by any such Indemnified Party the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services, and the Company Corporation shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, members, partners, employees, controlling persons, agents, and any other person or entity affiliated with the Adviser, including without limitation the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Corporation or its security holders) stockholders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Corporation. Notwithstanding the preceding sentence of this Section 8 Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company Corporation or its stockholders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of Notwithstanding anything contrary in this Agreement, for so long as the foregoing Corporation is subject to the contrary, Investment Company Act, the provisions of this Section 8 Corporation shall not be construed so as to provide for the indemnification of any advance an Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), expenses to the extent (but only to such advancement would violate the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. Investment Company Act. View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser Advisor or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Adviser Advisor or the Administrator shall be deemed to be acting in such capacity solely for the Company, Company and not as a manager, partner, member, officer or and/or employee of the Adviser Advisor or... the Administrator or under the control or direction of the Adviser, Advisor or the Administrator, even if paid by the Adviser. 6 8. Advisor or the Administrator. 9 9. Limitation of Liability of the Advisor; Indemnification. The Adviser and any Sub-Adviser Advisor (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, members and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, Advisor, including without limitation the "Indemnified Parties"), Administrator) shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party the Advisor in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except Company, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services, and the Company shall indemnify, defend and protect the Indemnified Parties (each Advisor (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, including without limitation the Administrator, each of whom shall be deemed a third party third-party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Advisor's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Company. Notwithstanding the preceding sentence of this Section 8 Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's Advisor's duties or by reason of the reckless disregard of the Adviser's Advisor's duties and obligations under this Agreement (to the extent applicable, as (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, member, officer or employee of the Adviser or the Administrator or under the control... or direction of the Adviser, Adviser or the Administrator, even if paid by the Adviser. 6 8. Adviser or the Administrator. -6- 7. Limitation of Liability of the Adviser; Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, members and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), Adviser, including without limitation its sole member) shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) 3 6(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its members and the Administrator and persons formerly serving in such capacities, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Company. Notwithstanding the preceding sentence of this Section 8 7 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser Advisor is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Adviser Advisor shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, member, officer or employee of the Adviser Advisor or under the control or direction of the Adviser, Advisor, ...even if paid by the Adviser. 6 Advisor. 4 8. Limitation of Liability of the Advisor; Indemnification. The Adviser and any Sub-Adviser Advisor (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) persons, members and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), Advisor) shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party the Advisor in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services for so long as the Company elects to be regulated as a BDC under the Investment Company Act), and the Company shall indemnify, defend and protect the Indemnified Parties (each Advisor (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Advisor's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Company. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's Advisor's duties or by reason of the reckless disregard of the Adviser's Advisor's duties and obligations under this Agreement (to the extent applicable, as (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC Securities and Exchange Commission or its staff thereunder). In addition, notwithstanding any of thereunder for so long as the foregoing Company elects to be regulated as a BDC under the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. Investment Company Act). View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer principal, officer, employee or employee agent of the Adviser is or becomes a director, manager, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer principal, officer, employee and/or employee agent of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, member, officer principal, officer, employee or...employee agent of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser. 6 8. Limitation of Liability of the Adviser; Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), Adviser) shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), services, and the Company shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Company. Notwithstanding the preceding sentence of this Section Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses liability to the Company or its stockholders security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. Agreement. View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Company Fund and acts as such in any business of the Company, Fund, then such manager, partner, member, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Company, Fund, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by ...the Adviser. 6 5 8. Indemnification. The Adviser and any Sub-Adviser (and their its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) and any other person or entity affiliated with, or acting on behalf of, with the Adviser or Sub-Adviser) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), Adviser) shall not be liable to the Company Fund for any action taken or omitted to be taken by any the Adviser or such Indemnified Party other person in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company Fund (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) proceedings)) with respect to the receipt of compensation for services), services, and the Company Fund shall indemnify, defend and protect the Indemnified Parties (each Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Fund or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' Adviser's duties or obligations under this Agreement, any Sub-Advisory Agreement, Agreement or otherwise as an investment adviser of the Company, Fund, to the extent such Losses damages, liabilities, costs and expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, Maryland or the Investment Company Act or other applicable law. Articles. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, of any Losses liability to the Company or its stockholders shareholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law.View More
Responsibility of Dual Directors Officers and/or Employees. If any person who is a manager, partner, member, officer or employee of the Adviser Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Adviser Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, member, officer or employee of the Adviser Administrator or under the control or direction of the ...Adviser, Administrator, even if paid by the Adviser. Administrator. 3 6. 8. Indemnification. The Adviser Administrator and any Sub-Adviser Sub-Administrator (and their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) and any other person or entity affiliated with, or acting on behalf of, the Adviser Administrator or Sub-Adviser) Sub-Administrator) (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser the administrator of the Company (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) ("Losses") incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties' duties or obligations under this Agreement, any Sub-Advisory Agreement, Sub-Administration Agreement or otherwise as an investment adviser the administrator of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Articles, the laws of the State of Maryland, the Investment Company Act or other applicable law. Notwithstanding the preceding sentence of this Section 8 6 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses to the Company or its stockholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's Administrator's duties or by reason of the reckless disregard of the Adviser's Administrator's duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 6 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 6 to the fullest extent permitted by law. View More
