Common use of Indemnity Clause in Contracts

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 41 contracts

Samples: Investment Management Agreement (S&p Quality Rankings Global Equity Managed Trust), Investment Management Agreement (NT Equity Long/Short Strategies Fund), Investment Management Agreement (Blackrock Dividend Achievers Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 39 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Funds II), Sub Investment Advisory Agreement (Blackrock Funds), Sub Investment Advisory Agreement (Master Investment Portfolio)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 31 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Dividend Achievers Trust), Sub Investment Advisory Agreement (Blackrock Limited Duration Income Trust), Sub Investment Advisory Agreement (BlackRock Long-Term Municipal Advantage Trust)

Indemnity. (a) The Trust hereby agrees to may, with the prior consent of the Board of Trustees of the Trust, including a majority of the trustees of the Trust that are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its Trust, the Trust’s shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust , including a majority of the trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 30 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Multi-Sector Income Trust), Sub Investment Advisory Agreement (BlackRock Utilities, Infrastructure & Power Opportunities Trust), Sub Investment Advisory Agreement (BlackRock Multi-Sector Income Trust)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Adviser and each of the Advisor's directors Adviser’s trustees, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Adviser’s request as director trustee, officer, partner , member , trustee or the like of another entity corporation) and controlling persons of them ( each the such person being an "Indemnitee" “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments judgements, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had he has no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or negligence, (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's indemnitee’s position (the conduct referred to in such clauses (i) through ( iv v) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's its action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust . Notwithstanding the foregoing, the Trust shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Trust cannot lawfully waive.

Appears in 23 contracts

Samples: Investment Advisory Agreement (Gabelli Innovations Trust), Investment Advisory Agreement (Gabelli ETFs Trust), Investment Advisory Agreement (Gabelli ETFs Trust)

Indemnity. (a) The Trust hereby agrees Subject to the provisions of Section 10.04 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the Advisor, and each right of the Advisor's directors Company, officers by reason of the fact that such Person is or was a Manager, employees Member, agents officer, associates and controlling persons and Person, legal representative or agent of the directors Company, partners, members, officers, employees and agents thereof (including any individual who serves or is or was serving at the Advisor's request of the Company as a member, manager, director, officer, partner, member shareholder, trustee controlling Person, legal representative or the like agent of another entity) (each such person being an "Indemnitee") limited liability company, partnership, corporation, joint venture, trust or other enterprise, against any liabilities and expenses, including attorneys’ fees, judgments, fines and amounts paid in satisfaction of judgments, in compromise or as fines settlement actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee 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 investigative body in which proceeding if such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have Person acted in good faith and in the reasonable belief that a manner which such Indemnitee's action was Person reasonably believed to be in or not opposed to the best interest interests of the Trust and furthermore Company, in the case of any and, with respect to a criminal action or proceeding, so long as such Indemnitee had no reasonable cause to believe that the such Person’s conduct was unlawful; provided provided that such Person shall not be entitled to indemnification if such judgment, however penalty, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust fine or its shareholders or any other expense of was directly caused by such Indemnitee arising by reason of (i) willful misfeasance Person’s fraud, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved willful misconduct or, in the conduct case of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct") an Independent Manager, (2) as to any matter disposed of by settlement bad faith or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust willful misconduct.

Appears in 17 contracts

Samples: Limited Liability Company Agreement (Appalachian Consumer Rate Relief Funding LLC), Limited Liability Company Agreement (Ohio Phase-in-Recovery Funding LLC), Limited Liability Company Agreement (Appalachian Consumer Rate Relief Funding LLC)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 16 contracts

Samples: Sub Investment Advisory Agreement (Merrill Lynch Global Value Fund Inc), Sub Investment Advisory Agreement (Merrill Lynch World Income Fund Inc), Sub Investment Advisory Agreement (Merrill Lynch Global Allocation Fund Inc)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling disabling-conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 14 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Funds), Sub Investment Advisory Agreement (BlackRock Funds IV), Sub Investment Advisory Agreement (Blackrock Funds)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 13 contracts

Samples: Investment Management Agreement (Blackrock International Value Trust), Investment Management Agreement (Merrill Lynch Retirement Reserves Mo Fu of Mer Lyn Re Ser Tr), Investment Management Agreement (Merrill Lynch Multi State Municipal Series Trust)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 13 contracts

Samples: Sub Investment Advisory Agreement (Cma Multi State Municipal Series Trust), Sub Investment Advisory Agreement (Cma Multi State Municipal Series Trust), Sub Investment Advisory Agreement (Cma Multi State Municipal Series Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 13 contracts

Samples: Investment Management Agreement (Cma Multi State Municipal Series Trust), Investment Management Agreement (Cma Multi State Municipal Series Trust), Investment Management Agreement (Merrill Lynch Municipal Intermediate Term Fund of Merrill Lynch Municipal Series Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 13 contracts

Samples: Investment Management Agreement (Merrill Lynch Global Technology Fund Inc), Investment Management Agreement (Blackrock Corporate High Yield Fund, Inc.), Investment Management Agreement (Blackrock Muniholdings Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to indemnify Every Person (and the Advisor heirs, executors and each administrators of such Person) who is or was a Member, Manager or officer of the Advisor's directors Company shall be indemnified by the Company against all judgments, officers payments in settlement (whether or not approved by court), employees fines, agents penalties and other reasonable costs and expenses (including fees and disbursements of counsel) imposed upon or incurred by such Person in connection with or resulting from any action, associates and controlling persons and the directors suit, partners proceeding, members investigation or claim, officers whether civil, employees and agents thereof criminal, administrative, legislative or other (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any criminal action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body proceeding in which such Indemnitee may be person enters a plea of guilty or may have been involved as nolo contendere or its equivalent), or any appeal relating thereto which is brought or threatened by any other person, governmental authority or instrumentality (herein called a “third-party action”) and in which such person is made a party or is otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter involved by reason of his being or having been such Indemnitee having acted Member, Manager or officer or by reason of any action or omission, or alleged action or omission, by such person in any his capacity as such capacity Member, except with respect to any matter as to which Manager or officer if either (a) such Indemnitee shall have been adjudicated not to have person is wholly successful, on the merits or otherwise, in defending such third-party action or (b) in the judgment of a court of competent jurisdiction or, in the absence of such determination, in the judgment of the Member, such person acted in good faith and in the reasonable belief that such Indemnitee's action was in what he reasonably believed to be the best interest of the Trust and furthermore Company and, in the case of addition, in any criminal proceeding action, so long as such Indemnitee had no reasonable cause to believe that the his conduct was unlawful ; provided . In case such person is successful, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to on the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree merits or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution defending part of such action, suit or, in the judgment of such a court or the Member, has met the applicable standard of conduct specified in the preceding sentence with respect to part of such action, he shall be indemnified by the Company against the judgments, settlement payments, fines, penalties and other proceeding by costs and expenses attributable to such Indemnitee was authorized by a majority part of the full Board such action. The foregoing rights of Trustees of the Trust indemnification shall be in addition to any rights to which any such Member, Manager or officer may otherwise be entitled.

Appears in 13 contracts

Samples: Operating Agreement (Radiation Therapy Services Holdings, Inc.), Operating Agreement (Sampson Simulator, LLC), Operating Agreement (Sampson Simulator, LLC)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 12 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Enhanced Capital & Income Fund, Inc), Sub Investment Advisory Agreement (Blackrock Enhanced Capital & Income Fund, Inc), Sub Investment Advisory Agreement (Blackrock Floating Rate Income Strategies Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to may, with the prior consent of the Board of Trustees of the Trust, including a majority of the Trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, and each of the Advisor 's directors ’s trustees, officers, employees, agents, associates and controlling persons and the directors trustees, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director trustee, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its the Trust’s shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust , including a majority of the Trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 12 contracts

Samples: Investment Management Agreement (BlackRock Multi-Sector Opportunities Trust II), Investment Management Agreement (BlackRock Science & Technology Trust II), Investment Management Agreement (BlackRock Utility & Infrastructure Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Corporation, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 11 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Series, Inc.), Sub Investment Advisory Agreement (BlackRock Variable Series Funds II, Inc.), Sub Investment Advisory Agreement (BlackRock Series Fund II, Inc.)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 11 contracts

Samples: Sub Investment Advisory Agreement (Master Money LLC), Sub Investment Advisory Agreement (Master Senior Floating Rate Trust), Sub Investment Advisory Agreement (Short Term Bond Master Trust)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee may be or he may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees the Trust. Notwithstanding the foregoing, the Fund shall not be obligated to provide such indemnification (i) to the extent such provision would waive any right which the Fund cannot lawfully waive or (ii) with respect to any obligation, liability or expense of any other series of shares of the Trust.

Appears in 10 contracts

Samples: Investment Advisory Agreement (Third Avenue Trust), Investment Advisory Agreement (Third Avenue Trust), Investment Advisory Agreement (Third Avenue Trust)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 10 contracts

Samples: Sub Investment Advisory Agreement (Merrill Lynch California Municipal Series Trust), Sub Investment Advisory Agreement (Merrill Lynch Multi State Municipal Series Trust), Sub Investment Advisory Agreement (Merrill Lynch Multi State Municipal Series Trust)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor Sub-Adviser, and each of the Advisor Sub-Adviser's directors members, managers, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Sub-Adviser's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 9 contracts

Samples: Sub Investment Advisory Agreement (Advantage Advisers Multi - Sector Fund I), Sub Investment Advisory Agreement (Advantage Advisers Multi - Sector Fund I), Sub Investment Advisory Agreement (Advantage Advisers Multi - Sector Fund I)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 8 contracts

Samples: Sub Investment Advisory Agreement (Global Financial Services Master Trust), Sub Investment Advisory Agreement (Blackrock Natural Resources Trust), Sub Investment Advisory Agreement (Blackrock Natural Resources Trust)

Indemnity. (a) The Trust hereby agrees to may, with the prior consent of the Board of Trustees of the Trust, including a majority of the trustees of the Trust who are not "interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust , including a majority of the trustees of the Trust who are not "interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 8 contracts

Samples: Investment Management Agreement (Blackrock Core Bond Trust), Investment Management Agreement (BlackRock Health Sciences Trust), Investment Management Agreement (Blackrock Municipal Income Investment Trust)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor's directors trustees, officers, employees, agents, associates and controlling persons and the directors trustees, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 8 contracts

Samples: Investment Management Agreement (Master Money LLC), Investment Management Agreement (Master Senior Floating Rate Trust), Investment Advisory Agreement (Master Basic Value Trust)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors trustees, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director trustee, officer, partner , member , trustee or the like of another entity corporation) and controlling persons of them ( each the such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments judgements, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had he has no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or negligence, (iv) reckless disregard of the duties involved in the conduct of such Indemnitee indemnitee's position (the conduct referred to in such clauses (i) through ( iv v) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's its action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust . Notwithstanding the foregoing, the Trust shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Trust cannot lawfully waive.

Appears in 8 contracts

Samples: Investment Advisory Agreement (Gabelli Nextshares Trust), Investment Advisory Agreement (Gabelli Nextshares Trust), Investment Advisory Agreement (Gabelli Nextshares Trust)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 7 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Variable Series Funds, Inc.), Sub Investment Advisory Agreement (BlackRock Series Fund, Inc.), Sub Investment Advisory Agreement (BlackRock Variable Series Funds, Inc.)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 7 contracts

Samples: Investment Management Agreement (Merrill Lynch Global Growth Fund Inc), Investment Advisory Agreement (Merrill Lynch Balanced Capital Fund Inc), Investment Advisory Agreement (Merrill Lynch Latin America Fund Inc)

Indemnity. (a) The Trust hereby agrees to Corporation may, in the discretion of the Board of Directors of the Corporation, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Corporation and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 7 contracts

Samples: Sub Investment Advisory Agreement (Merrill Lynch Municipal Bond Fund Inc), Sub Investment Advisory Agreement (Blackrock Large Cap Series Funds, Inc.), Sub Investment Advisory Agreement (Merrill Lynch Municipal Bond Fund Inc)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 6 contracts

Samples: Investment Management Agreement (Ing Clarion Global Real Estate Income Fund), Investment Management Agreement (Equity Long/Short Opportunities Fund), Investment Management Agreement (Alpha Core Strategies Fund)

Indemnity. (a) The Trust hereby agrees to may, with the prior consent of the Board of Trustees of the Trust, including a majority of the trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, and each of the Advisor 's directors ’s trustees, officers, employees, agents, associates and controlling persons and the directors trustees, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director trustee, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust , including a majority of the trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 6 contracts

Samples: Investment Management Agreement (BlackRock EcoSolutions Investment Trust), Investment Management Agreement (BlackRock Global Equity Income Trust), Investment Management Agreement (Blackrock Municipal Income Trust Ii)

Indemnity. (a) The Trust hereby agrees to BDC may, in the discretion of the Board of Directors of the BDC, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee member or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust BDC and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust BDC or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust BDC and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust BDC and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust BDC.

Appears in 6 contracts

Samples: Investment Management Agreement (BlackRock Kelso Capital CORP), Investment Management Agreement (BlackRock Capital Investment Corp), Investment Management Agreement (BlackRock Kelso Capital CORP)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 6 contracts

Samples: Investment Management Agreement (Blackrock Principal Protected Trust), Investment Management Agreement (Merrill Lynch Funds for Institutions Series), Investment Management Agreement (Blackrock Master LLC)

Indemnity. (a) The Trust hereby agrees to may, with the prior consent of the Board of Trustees of the Trust, including a majority of the trustees of the Trust that are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust , including a majority of the trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 6 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Defined Opportunity Credit Trust), Sub Investment Advisory Agreement (BlackRock Fixed Income Value Opportunities), Sub Investment Advisory Agreement (BlackRock Global Equity Income Trust)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 6 contracts

Samples: Management Agreement (BlackRock Health Sciences Trust), Investment Management Agreement (BlackRock Global Energy & Resources Trust), Investment Management Agreement (BlackRock Global Energy & Resources Trust)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Sub-Adviser and each of the Advisor Sub-Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Sub-Adviser's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 5 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Pennsylvania Strategic Municipal Trust), Sub Investment Advisory Agreement (Blackrock Pennsylvania Strategic Municipal Trust), Sub Investment Advisory Agreement (Blackrock Strategic Municipal Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Fund, indemnify the Advisor Administrator, and each of the Advisor Administrator's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Administrator's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses ( i) through i)through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 5 contracts

Samples: Administration Agreement (Wcma Government Securities Fund), Administration Agreement (Cma Money Fund), Administration Agreement (Wcma Tax Exempt Fund)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful unlaw ful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 5 contracts

Samples: Sub Investment Advisory Agreement (S&p Quality Rankings Global Equity Managed Trust), Sub Investment Advisory Agreement (Blackrock California Municipal Income Trust), Sub Investment Advisory Agreement (Blackrock New York Municipal Income Trust Ii)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Fund, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 5 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Global Dynamic Equity Fund), Sub Investment Advisory Agreement (Merrill Lynch Global Equity Opportunities Fund), Sub Investment Advisory Agreement (Merrill Lynch Global Equity Opportunities Fund)

Indemnity. (a) The Trust hereby agrees to A Fund may, with the prior consent of the Board of Directors of the Fund, including a majority of the directors of the Fund who are not "interested persons" of the Fund (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders unitholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund, including a majority of the directors of the Fund who are not "interested persons" of the Fund (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 5 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Alternatives Allocation FB TEI Portfolio LLC), Sub Investment Advisory Agreement (BlackRock Alternatives Allocation TEI Portfolio LLC), Sub Investment Advisory Agreement (BlackRock Alternatives Allocation Portfolio LLC)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors partners, officers, employees, agents, associates and controlling persons and the directors, partners , members , officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this Section 5 or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Blackrock Florida Insured Municipal 2008 Term Trust), Investment Advisory Agreement (Blackrock New York Insured Muncipal 2008 Term Trust Inc), Investment Advisory Agreement (Blackrock Insured Municipal 2008 Term Trust Inc)

Indemnity. (a) The Trust Subject to and only to the extent of the indemnification provided to the Adviser by the Fund in the Advisory Agreement, the Adviser hereby agrees to indemnify the Advisor, Sub-Adviser and each of the Advisor Sub-Adviser's directors , officers, employees, agents, associates and controlling persons and the directors, partners, members , officers, employees and agents thereof (including any individual who serves at the Advisor Sub-Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation or other entity in connection with the Sub-Adviser's duties under this Agreement) (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this Section 5 or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and the Adviser and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Adviser or the Fund or its shareholders stockholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination determination, in accordance with paragraph 5(c) below, that such settlement or compromise is in the best interests of the Trust Fund and the Adviser and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and the Adviser and did not involve disabling conduct by such Indemnitee and indemnitee, (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of Adviser and (4) the Trust indemnity provided herein shall only be effective if, and to the extent, the Adviser is indemnified by the Fund pursuant to the Advisory Agreement for the loss related to such indemnity.

Appears in 5 contracts

Samples: Investment Sub Advisory Agreement (Hyperion Strategic Mortgage Income Fund Inc), Investment Sub (Hyperion Total Return Fund Inc), Investment Sub Advisory Agreement (Quadrant Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 5 contracts

Samples: Investment Management Agreement (Blackrock Global Floating Rate Income Trust), Investment Management Agreement (BlackRock Global Opportunities Equity Trust), Investment Management Agreement (BlackRock Enhanced Dividend Achievers Trust)

Indemnity. (a) The Trust Subject only to the exclusions set forth in Section 2 hereof, and provided that the Director in good faith and in a manner he reasonably believes to be the best interests of and not opposed to the Corporation and, with the respect to any criminal action or proceeding, had no reason to believe such conduct was unlawful, the Corporation hereby agrees to hold harmless and indemnify the Advisor, Director: Against any and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof all expenses (including any individual who serves at the Advisor's request as director attorneys' fees), officer judgments, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities fines and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines settlement actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee the Director in connection with the defense any threatened, pending or disposition of any completed action, suit or other proceeding, whether civil or civil, criminal, before any court or administrative or investigative body (including an action by or in the right of the Corporation) to which such Indemnitee may the Director is, was or at any time becomes a party, or is threatened to be or may have been involved as made a party or otherwise or with which such Indemnitee may be or may have been threatened party, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in the fact that the Director is, was or at any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest time becomes a director of the Trust and furthermore Corporation, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability all to the Trust or its shareholders or any expense of such Indemnitee arising by reason of fullest extent as may be provided under Section 145(a) and ( i b) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust State Statute.

Appears in 5 contracts

Samples: Indemnification Agreement (G & G Retail Inc), Indemnification Agreement (G & G Retail Inc), Indemnification Agreement (G & G Retail Inc)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors , officers, employees, agents, associates and controlling persons and the directors, partners, members , officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another corporation or other entity) (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this Section 5 or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Hyperion Strategic Mortgage Income Fund Inc), Investment Advisory Agreement (Quadrant Fund, Inc.), Investment Advisory Agreement (Hyperion Total Return Fund Inc)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 5 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Funds V), Sub Investment Advisory Agreement (Merrill Lynch Retirement Reserves Mo Fu of Mer Lyn Re Ser Tr), Sub Investment Advisory Agreement (Merrill Lynch Retirement Reserves Mo Fu of Mer Lyn Re Ser Tr)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors trustees, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or negligence, (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through ( iv v) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund. Notwithstanding the foregoing the Fund shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Fund cannot lawfully waive.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Gabelli Natural Resources, Gold & Income Trust), Investment Advisory Agreement (Gabelli Global Gold, Natural Resources & Income Trust), Investment Advisory Agreement (Gabelli Global Deal Fund)

Indemnity. (a) The Trust hereby agrees to A Fund may, with the prior consent of the Board of Directors of the Fund, including a majority of the Directors of the Fund who are not "interested persons" of the Fund (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee member or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders Unitholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund, including a majority of the Directors of the Fund who are not "interested persons" of the Fund (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 5 contracts

Samples: Investment Management Agreement (BlackRock Alternatives Allocation Portfolio LLC), Investment Management Agreement (BlackRock Alternatives Allocation FB TEI Portfolio LLC), Investment Management Agreement (BlackRock Alternatives Allocation Master Portfolio LLC)

Indemnity. (a) The Trust hereby agrees to Corporation may, in the discretion of the Board of Directors of the Corporation, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Corporation and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 5 contracts

Samples: Investment Management Agreement (Merrill Lynch Bond Fund Inc), Investment Management Agreement (Blackrock Large Cap Series Funds, Inc.), Investment Management Agreement (Merrill Lynch Municipal Bond Fund Inc)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Fund, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Merrill Lynch Equity Dividend Fund), Investment Advisory Agreement (Merrill Lynch Equity Dividend Fund), Investment Management Agreement (BlackRock Multi-Strategy Hedge Advantage)

Indemnity. (a) The Trust Company hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Company and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Company or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests interest of the Trust Company and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Company and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Company. Notwithstanding the foregoing the Company shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Company cannot lawfully waive.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Tweedy Browne Fund Inc), Investment Advisory Agreement (Tweedy Browne Fund Inc), Investment Advisory Agreement (Tweedy Browne Fund Inc)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee" indemnitee) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or ( iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through ( iv v) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund. Notwithstanding the foregoing the Fund shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Fund cannot lawfully waive.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Gabelli Utilities Fund), Investment Advisory Agreement (Gabelli Blue Chip Value Fund), Investment Advisory Agreement (Gabelli Blue Chip Value Fund)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor 's directors ’s trustees, officers, employees, agents, associates and controlling persons and the directors trustees, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 4 contracts

Samples: Investment Management Agreement (Global Financial Services Master Trust), Investment Management Agreement (Master Focus Twenty Trust), Investment Management Agreement (Master Large Cap Series Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Fund, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 4 contracts

Samples: Investment Management Agreement (Merrill Lynch Global Equity Opportunities Fund), Investment Advisory Agreement (BlackRock Global Dynamic Equity Fund), Investment Management Agreement (Master Commodity Strategies Trust)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 4 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Principal Protected Trust), Sub Investment Advisory Agreement (Blackrock Master LLC), Sub Investment Advisory Agreement (Quantitative Master Series Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Fund, indemnify the Advisor Administrator, and each of the Advisor's Administrator’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Administrator’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 4 contracts

Samples: Administration Agreement (BlackRock Funds III), Administration Agreement (Master Investment Portfolio), Administration Agreement (BlackRock Funds III)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 4 contracts

Samples: Investment Management Agreement (Blackrock Limited Duration Income Trust), Investment Management Agreement (Blackrock Florida Insured Municipal Income Trust), Investment Management Agreement (Blackrock New Jersey Municipal Bond Trust)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments judgements, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee may be or he may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees the Trust. Notwithstanding the foregoing, the Fund shall not be obligated to provide such indemnification (i) to the extent such provision would waive any right which the Fund cannot lawfully waive or (ii) with respect to any obligation, liability or expense of any other series of shares of the Trust.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Third Avenue Trust), Investment Advisory Agreement (Third Avenue Variable Series Trust), Investment Advisory Agreement (Third Avenue Variable Series Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses ( i) through i)through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 4 contracts

Samples: Investment Management Agreement (Blackrock Enhanced Capital & Income Fund, Inc), Investment Management Agreement (Blackrock Floating Rate Income Strategies Fund, Inc.), Investment Advisory Agreement (Merrill Lynch Short Term Us Government Fund)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund or the Board of Directors of the Corporation, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Corporation or the Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation and the Board of Directors of the Fund.

Appears in 4 contracts

Samples: Investment Management Agreement (BlackRock Series Fund, Inc.), Investment Management Agreement (BlackRock Strategic Global Bond Fund, Inc.), Investment Management Agreement (BlackRock Variable Series Funds, Inc.)

Indemnity. (a) The Trust hereby agrees Subject to the provisions of Section 10.04 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the Advisor, and each right of the Advisor's directors Company, officers by reason of the fact that such Person is or was a Manager, employees Member, agents officer, associates and controlling persons and Person, employee, legal representative or agent of the directors Company, partners, members, officers, employees and agents thereof (including any individual who serves or is or was serving at the Advisor's request of the Company as a member, manager, director, officer, partner, member shareholder, trustee controlling Person, employee, legal representative or the like agent of another entity) (each such person being an "Indemnitee") limited liability company, partnership, corporation, joint venture, trust or other enterprise, against any liabilities and expenses, including attorneys' fees, judgments, fines and amounts paid in satisfaction of judgments, in compromise or as fines settlement actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee 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 investigative body in which proceeding if such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have Person acted in good faith and in the reasonable belief that a manner which such Indemnitee's action was Person reasonably believed to be in or not opposed to the best interest interests of the Trust and furthermore Company, in the case of any and, with respect to a criminal action or proceeding, so long as such Indemnitee had no reasonable cause to believe that the such Person's conduct was unlawful; provided provided that such Person shall not be entitled to indemnification if such judgment, however penalty, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust fine or its shareholders or any other expense of was directly caused by such Indemnitee arising by reason of (i) willful misfeasance Person's fraud, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust willful misconduct.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Entergy Texas Restoration Funding, LLC), Limited Liability Company Agreement (Entergy Gulf States Reconstruction Funding I, LLC), Limited Liability Company Agreement (CPL Transition Funding LLC)

Indemnity. (a) The Trust hereby agrees Company shall, to indemnify the Advisor, and each fullest extent permitted under the laws of the Advisor's directors, officers, employees, agents, associates and controlling persons State of Delaware and the directors Company’s bylaws, partners indemnify, members defend (with counsel selected by the Company) and hold harmless the Executive from and against all liabilities, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities costs and expenses, including including, but not limited to, amounts paid in satisfaction of judgments, in compromise settlement or as fines and or penalties, and counsel fees (all as provided in accordance with applicable state law) and disbursements, reasonably incurred by such Indemnitee the Executive in connection with the defense or disposition of of, or otherwise in connection with or resulting from, any action, suit or other proceeding, whether civil civil, criminal, administrative or criminal investigative, before any court or administrative or legislative or investigative body body, in which such Indemnitee the Executive may be or may have been involved as a party or otherwise or with which such Indemnitee the Executive may be or may have been threatened, while acting in any capacity set forth herein office or thereafter thereafter, by reason of such Indemnitee having acted the Executive’s being an officer of the Company or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which such Indemnitee the Executive shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted Company. The Executive shall notify the Company in good faith in the reasonable belief that such Indemnitee's action was in the best interest writing within ten days of the Trust and did not involve disabling conduct by such Indemnitee and (3) any claim with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall which indemnity may be mandatory only if sought hereunder. The Executive agrees to the prosecution control of the defense of such action, suit or other proceeding claim by the Company and to the Company’s settlement of any such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust claim.

Appears in 4 contracts

Samples: Employment Agreement (Benihana Inc), Employment Agreement (Benihana Inc), Employment Agreement (Benihana Inc)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Advisor Administrator, and each of the Advisor's Administrator’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Administrator’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses ( i) through i)through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 4 contracts

Samples: Administration Agreement (Merrill Lynch Basic Value Fund Inc), Administration Agreement (Merrill Lynch Global Financial Services Fund Inc), Administration Agreement (Merrill Lynch Focus Twenty Fund Inc)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee director or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 4 contracts

Samples: Sub Investment Advisory Agreement (Blackrock World Income Fund, Inc.), Sub Investment Advisory Agreement (Blackrock Global Allocation Fund, Inc.), Sub Investment Advisory Agreement (Blackrock Global Emerging Markets Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Directors of the Fund, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses ( i) through i)through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund.

Appears in 4 contracts

Samples: Investment Management Agreement (Blackrock Muniyield Quality Fund, Inc.), Investment Management Agreement (Blackrock Debt Strategies Fund, Inc.), Investment Management Agreement (Blackrock Muniholdings California Quality Fund, Inc.)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor Investment Adviser, and each of the Advisor Investment Adviser's directors members, managers, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Investment Adviser's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Advantage Advisers Multi - Sector Fund I), Investment Advisory Agreement (Advantage Advisers Multi - Sector Fund I), Investment Advisory Agreement (Advantage Advisers Multi - Sector Fund I)

Indemnity. (a) The Trust Company, on behalf of the Fund, hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph with respect to this Agreement or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that ( 1 i) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Company (including the Fund) or its shareholders or any expense of such Indemnitee indemnitee arising by reason of ( i A) willful misfeasance, ( ii B) bad faith, ( iii C) gross negligence or ( iv D) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses ( i A) through ( iv D) being sometimes referred to herein as "disabling conduct"), ( 2 ii) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and ( 3 iii) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Company. Notwithstanding the foregoing the Company shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Company cannot lawfully waive.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Comstock Funds Inc), Investment Advisory Agreement (Comstock Partners Funds Inc), Investment Advisory Agreement (Comstock Funds Inc)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor Investment Manager, and each of the Advisor's Investment Manager’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Investment Manager’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 3 contracts

Samples: Investment Management Agreement (Mirae Asset Discovery Funds), Investment Management Agreement (Horizons ETF Trust), Investment Management Agreement (Mirae Asset Discovery Funds)

Indemnity. (a) The Trust hereby agrees to Fund may, with the prior consent of the Board of Directors of the Fund, including a majority of the directors of the Fund that are not “interested persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its Fund, the Fund’s shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Fund, including a majority of the directors of the Fund who are not “interested persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 3 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Income Trust, Inc.), Sub Investment Advisory Agreement (Blackrock Debt Strategies Fund, Inc.), Sub Investment Advisory Agreement (Blackrock Floating Rate Income Strategies Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Fund, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its their shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’ s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund.

Appears in 3 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Funds), Sub Investment Advisory Agreement (Blackrock Funds), Sub Investment Advisory Agreement (Blackrock Funds)

Indemnity. (a) The Trust hereby agrees to may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor Sub-Manager, and each of the Advisor's Sub-Manager’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Sub-Manager’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful unlaw­ful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 3 contracts

Samples: Sub Management Agreement (Mirae Asset Discovery Funds), Sub Management Agreement (Mirae Asset Discovery Funds), Sub Management Agreement (Mirae Asset Discovery Funds)

Indemnity. (a) The Trust Company hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Company and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Company or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests interest of the Trust Company and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Company and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust Company. Notwithstanding the foregoing the Company shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Company cannot lawfully waive.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Tweedy Browne Fund Inc), Investment Advisory Agreement (Tweedy Browne Fund Inc), Investment Advisory Agreement (Tweedy Browne Fund Inc)

Indemnity. (a) The Trust hereby agrees to BDC may, in the discretion of the Board of Directors of the BDC, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee member or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust BDC and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust BDC or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust BDC and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust BDC and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust BDC.

Appears in 3 contracts

Samples: Investment Management Agreement (BlackRock Kelso Capital CORP), Investment Management Agreement (BlackRock Kelso Capital CORP), Investment Management Agreement (BlackRock Kelso Capital CORP)

Indemnity. To the same extent as the Company or Douglas provides indemnification ( a whether through contract or the Company’s Certificate of Incorporation or Bylaws or Douglas’ Operating Agreement) The Trust hereby agrees to its directors and officers, the Company and Douglas, jointly and severally, shall indemnify the Advisor, and hold each of the Advisor's directors AMP, officers, employees, agents, associates ACOF and controlling persons and the directors, their respective partners, members, officers, employees, agents and Affiliates and the stockholders, partners, members, Affiliates, directors, officers and employees of any of the foregoing (and representatives and agents thereof (including of any individual who serves at of the Advisor's request foregoing designated by AMP or ACOF, as director the case may be, officer, partner, member, trustee from time to time whether before or after the like occurrence of another entity the event giving rise to the claim for indemnity) (each such person entitled to indemnity hereunder being referred to as an " Indemnitee " ) against harmless from any and all losses, costs, liabilities and expenses damages (including reasonable attorneys’ fees) arising out of or connected with, including amounts paid or claimed to arise out of or to be connected with, any act performed or omitted to be performed under this Agreement or otherwise relating to the business or affairs of the Company or its respective Affiliates, provided such act or omission was taken in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred good faith by such Indemnitee in connection with and did not constitute gross negligence or willful misconduct on the defense or disposition part of any action the relevant Indemnitee, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith and provided further only in the reasonable belief event of criminal proceedings, that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe the conduct of the Indemnitee was unlawful. An adverse judgment or plea of nolo contendere shall not, of itself, create a presumption that the Indemnitee did not act in good faith or that the Indemnitee had reasonable cause to believe the conduct of the Indemnitee was unlawful ; provided . Expenses incurred in defending any civil or criminal action arising out of or relating to any event or circumstance to which this indemnity shall apply shall be paid by the Company and/or Douglas, however as the case may be, upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it be later shown that (1) no such Indemnitee was not entitled to indemnification. No Indemnitee shall be indemnified hereunder against any liability liable to the Trust or its shareholders Company, Douglas or any expense of such Indemnitee arising by reason their respective Affiliates, stockholders, partners, members, directors, officers or employees or any Affiliates, stockholders, partners, members, directors, officers, employees, representatives or agents of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard any of the duties involved foregoing or any other person claiming through any of the foregoing for any act or omission by AMP or ACOF, as the case may be, in the conduct performance of such Indemnitee's position (the conduct referred their respective duties hereunder or otherwise in relation hereto which was taken or omitted to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted taken in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit which did not constitute gross negligence or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if willful misconduct on the prosecution part of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Indemnitee.

Appears in 3 contracts

Samples: Joint Management Services Agreement (Douglas Dynamics, Inc), Joint Management Services Agreement (Douglas Dynamics, Inc), Joint Management Services Agreement (Douglas Dynamics, Inc)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 3 contracts

Samples: Sub Investment Advisory Agreement (Ing Clarion Real Estate Income Fund), Sub Investment Advisory Agreement (Blackrock Strategic Dividend Achievers Trust), Sub Investment Advisory Agreement (BlackRock Enhanced Dividend Achievers Trust)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors partners, officers, employees, agents, associates and controlling persons and the directors, partners , members , officers, employees and agents thereof (including any individual who serves at the Advisor's Advisers request as director, officer, partner, member, trustee or the like of another entity corporation) (each such person being an " Indemnitee indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this Section 5 or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Blackrock Investment Quality Term Trust Inc), Investment Advisory Agreement (Blackrock 1998 Term Trust Inc), Investment Advisory Agreement (Blackrock Investment Quality Term Trust Inc)

Indemnity. (a) The Trust hereby agrees Any person made a party to indemnify the Advisor any action, and each suit, or proceeding, by reason of the Advisor's directors fact that they, officers their testator, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as or intestate representative is or was a director, officer, partner or employee of the Corporation, member or of any Corporation in which they served as such at request of the Corporation, trustee or shall be indemnified by the like of another entity) (each such person being an "Indemnitee") Corporation against any liabilities and the reasonable expenses, including amounts paid in satisfaction of judgments attorney's fees, in compromise or as fines actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably necessarily incurred by such Indemnitee them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit suit, or other proceeding by proceedings, or in connection with any appeal therein except in relation to matters as to which it shall be adjudged in such Indemnitee was authorized by a majority action, suit, or proceedings, or in connection with any appeal therein that such officer, director, or employee is liable for gross negligence or misconduct in the performance of the full Board of Trustees of the Trust their duties.

Appears in 3 contracts

Samples: By (Pioneer Exploration Inc.), By (Pioneer Exploration Inc.), Pioneer Exploration Inc.

Indemnity. (a) The Trust hereby agrees to Corporation may, in the discretion of the Board of Directors of the Corporation, indemnify the Advisor, and each of the Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Corporation and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Corporation and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 3 contracts

Samples: Investment Management Agreement (FDP Series, Inc.), Investment Management Agreement (FDP Series II, Inc.), Investment Management Agreement (Blackrock Municipal Bond Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor --------- Adviser, any sub-adviser and each of the Advisor Adviser's or sub-adviser's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's or sub-adviser's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 3 contracts

Samples: Investment Management Agreement (Blackrock New Jersey Strategic Municipal Trust), Investment Management Agreement (Blackrock Strategic Municipal Trust), Investment Management Agreement (Blackrock New Jersey Strategic Municipal Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling disabling-conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust . (b) The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the Trustees of the Trust determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide a security for such Indemnitee's undertaking, (B) the Fund shall be insured against losses arising by reason of any unlawful advance, or (C) a majority of a quorum consisting of Trustees of the Trust who are neither "interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding ("Disinterested Non-Party Trustees") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. (c) All determinations with respect to the standards for indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized shall be made in accordance with the immediately preceding clause (2) above. The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled. 9.

Appears in 3 contracts

Samples: Funds (Blackrock Funds), Sub Investment Advisory Agreement (Blackrock Funds), Sub Investment Advisory Agreement (Blackrock Funds)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor's Adviser’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Adviser’s request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an "Indemnitee" “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee may be or he may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees the Trust. Notwithstanding the foregoing, the Fund shall not be obligated to provide such indemnification (i) to the extent such provision would waive any right which the Fund cannot lawfully waive or (ii) with respect to any obligation, liability or expense of any other series of shares of the Trust.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Third Avenue Trust), Investment Advisory Agreement (Third Avenue Trust), Investment Advisory Agreement (Third Avenue Trust)

Indemnity. (a) The Trust hereby agrees Subject to the provisions of Section 6.5 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who is or was party or is threatened to be made party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the Advisor, and each right of the Advisor's directors Company, officers by reason of the fact that such Person is or was a Director, employees Member, agents Officer, associates and controlling persons and Person, employee, legal representative or agent of the directors Company, partners, members, officers, employees and agents thereof (including any individual who serves or is or was serving at the Advisor's request of the Company as a member, manager, director, officer, partner, member shareholder, trustee controlling Person, employee, legal representative or the like agent of another entity) limited liability company, partnership, corporation, joint venture, trust or other enterprise (each such person being an "Indemnitee") “Indemnified Person” and collectively, the “Indemnified Persons”), against any liabilities and expenses, including attorneys’ fees, judgments, fines and amounts paid in satisfaction of judgments, in compromise or as fines settlement actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee Person in connection with the defense action, suit or disposition proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or other proceeding proceeding by judgment, whether civil order settlement, conviction, or criminal upon a plea of nolo contendere or its equivalent, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as shall not, of itself, create a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated presumption that an Indemnified Person did not to have acted act in good faith and in a manner which the reasonable belief that such Indemnitee's action was person reasonably believed to be in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause or not opposed to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) Company, and, with respect to any action criminal action or proceeding, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of had reasonable cause to believe such action, suit or other proceeding by such Indemnitee Person’s conduct was authorized by a majority of the full Board of Trustees of the Trust unlawful.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Exelon Generation Co LLC), Limited Liability Company Agreement (Pepco Holdings LLC), Limited Liability Company Agreement (Exelon Generation Co LLC)

Indemnity. (a) The Trust hereby agrees Subject to the provisions of Section 10.04 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the Advisor, and each right of the Advisor's directors Company, officers by reason of the fact that such Person is or was a Manager, employees Member, agents officer, associates and controlling persons and Person, employee, legal representative or agent of the directors Company, partners, members, officers, employees and agents thereof (including any individual who serves or is or was serving at the Advisor's request of the Company as a member, manager, director, officer, partner, member shareholder, trustee controlling Person, employee, legal representative or the like agent of another entity) (each such person being an "Indemnitee") limited liability company, partnership, corporation, joint venture, trust or other enterprise, against any liabilities and expenses, including attorneys’ fees, judgments, fines and amounts paid in satisfaction of judgments, in compromise or as fines settlement actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee 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 investigative body in which proceeding if such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have Person acted in good faith and in the reasonable belief that a manner which such Indemnitee's action was Person reasonably believed to be in or not opposed to the best interest interests of the Trust and furthermore Company, in the case of any and, with respect to a criminal action or proceeding, so long as such Indemnitee had no reasonable cause to believe that the such Person’s conduct was unlawful; provided provided that such Person shall not be entitled to indemnification if such judgment, however penalty, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust fine or its shareholders or any other expense of was directly caused by such Indemnitee arising by reason of (i) willful misfeasance Person’s fraud, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust willful misconduct.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Entergy Arkansas Restoration Funding, LLC), Limited Liability Company Agreement (Aep Texas Central Co), Limited Liability Company Agreement (Aep Texas Central Co)

Indemnity. (a) The Trust hereby agrees Company shall, to indemnify the Advisor, and each fullest extent permitted under the laws of the Advisor's directors, officers, employees, agents, associates and controlling persons State of Delaware and the directors Company’s bylaws, partners indemnify, members defend (with counsel selected by the Company) and hold harmless the Executive from and against all liabilities, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities costs and expenses, including including, but not limited to, amounts paid in satisfaction of judgments, in compromise settlement or as fines and or penalties, and counsel fees (all as provided in accordance with applicable state law) and disbursements, reasonably incurred by such Indemnitee the Executive in connection with the defense or disposition of of, or otherwise in connection with or resulting from, any action, suit or other proceeding, whether civil civil, criminal, administrative or criminal investigative, before any court or administrative or legislative or investigative body body, in which such Indemnitee the Executive may be or may have been involved as a party or otherwise or with which such Indemnitee the Executive may be or may have been threatened, while acting in any capacity set forth herein office or thereafter thereafter, by reason of such Indemnitee having acted the Executive’s being an officer of the Company or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which such Indemnitee the Executive shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted Company. The Executive shall notify the Company in good faith in the reasonable belief that such Indemnitee's action was in the best interest writing within ten days of the Trust and did not involve disabling conduct by such Indemnitee and (3) any claim with respect to which indemnity may be sought hereunder. The Executive agrees to the control of the defense of such claim by the Company and to the Company’s settlement of any action such claim provided that (i) such settlement provides solely for the payment of monetary damages; (ii) that the Company pays all such amounts and (iii) such settlement provides an unconditional release of the Executive. The Company shall promptly reimburse the Executive for all costs and expenses referred to in this Section 10 as they are incurred by the Executive in connection with investigating, suit preparing or other proceeding voluntarily prosecuted by defending, or providing evidence in, any Indemnitee as plaintiff pending or threatened matter in respect of which indemnification may be sought hereunder (whether or not the Executive is a party to such matter) or in enforcing this Agreement; provided, indemnification however that the Executive shall be mandatory only if required to promptly repay such costs and expenses to the prosecution of such action, suit or other proceeding by such Indemnitee was authorized Company upon a final judicial determination by a majority court of competent jurisdiction that the full Board of Trustees of the Trust Executive is not entitled to indemnification hereunder.

Appears in 3 contracts

Samples: Employment Agreement (Benihana Inc), Employment Agreement (Benihana Inc), Employment Agreement (Benihana Inc)

Indemnity. (a) The Trust hereby agrees Company shall, to indemnify the Advisor, and each fullest extent permitted under the laws of the Advisor's directors State of Delaware, officers, employees, agents, associates indemnify and controlling persons hold harmless the Executive from and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and all liabilities, costs and expenses, including including, but not limited to, amounts paid in satisfaction of judgments, in compromise settlement or as fines and or penalties, and counsel fees (all as provided in accordance with applicable state law) and disbursements, reasonably incurred by such Indemnitee the Executive in connection with the defense or disposition of of, or otherwise in connection with or resulting from, any action, suit or other proceeding, whether civil civil, criminal, administrative or criminal investigative, before any court or administrative or legislative or investigative body body, in which such Indemnitee the Executive may be or may have been involved as a party or otherwise or with which such Indemnitee the Executive may be or may have been threatened, while acting in any capacity set forth herein office or thereafter thereafter, by reason of such Indemnitee having acted the Executive’s being an executive officer of the Company or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which such Indemnitee the Executive shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith or in the reasonable belief that such Indemnitee's action was a manner he reasonably believed to be in or not opposed to the best interest interests of the Trust and furthermore Company or, in the case of with respect to any criminal action or proceeding, so long as such Indemnitee had no reasonable cause to believe that the his conduct was unlawful ; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust .

Appears in 3 contracts

Samples: Employment Agreement (Ivax Diagnostics Inc), Employment Agreement (Ivax Diagnostics Inc), Employment Agreement (Ivax Diagnostics Inc)

Indemnity. (a) The Trust Funds hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or a Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust a Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust a Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 3 contracts

Samples: Sub Investment Advisory Agreement (Quantitative Master Series Trust), Sub Investment Advisory Agreement (Merrill Lynch Funds for Institutions Series), Sub Investment Advisory Agreement (Master Institutional Money Market LLC)

Indemnity. (a) The Trust hereby agrees to may, with the prior consent of the Board of Trustees of the Trust, including a majority of the Trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, and each of the Advisor 's directors ’s trustees, officers, employees, agents, associates and controlling persons and the directors trustees, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director trustee, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust , including a majority of the Trustees of the Trust who are not “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 3 contracts

Samples: Investment Management Agreement (BlackRock Defined Opportunity Credit Trust), Investment Management Agreement (BlackRock Build America Bond Trust), Investment Management Agreement (BlackRock Fixed Income Value Opportunities)

Indemnity. (a) The Trust Funds hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or a Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust a Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust a Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 2 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Variable Series Funds, Inc.), Sub Investment Advisory Agreement (BlackRock Series Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to indemnify the Advisor, Adviser and each of the Advisor Adviser's directors Trustees, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Adviser's request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an " Indemnitee" indemnitee) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust . Notwithstanding the foregoing the Trust shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Trust cannot lawfully waive.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Ned Davis Research Funds), Investment Advisory Agreement (Ned Davis Research Funds)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Fund and did not involve disabling disabling-conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust . (b) The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the Trustees of the Trust determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide a security for such Indemnitee's undertaking, (B) the Fund shall be insured against losses arising by reason of any unlawful advance, or (C) a majority of a quorum consisting of Trustees of the Trust who are neither "interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding ("Disinterested Non-Party Trustees") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. (c) All determinations with respect to the standards for indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized shall be made in accordance with the immediately preceding clause (2) above. The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled. IX.

Appears in 2 contracts

Samples: Sub Investment Advisory Agreement (Blackrock Funds), Investment Advisory Agreement (Blackrock Funds)

Indemnity. (a) The Trust hereby agrees to Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the .the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’ s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 2 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Funds V), Sub Investment Advisory Agreement (BlackRock Funds V)

Indemnity. (a) The Trust hereby agrees to Corporation may, in the discretion of the Board of Directors of the Corporation, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Corporation and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 2 contracts

Samples: Investment Management Agreement (Merrill Lynch Municipal Bond Fund Inc), Investment Management Agreement (Merrill Lynch Municipal Bond Fund Inc)

Indemnity. (a) The Fund may, in the discretion of the Board of Trustees of the Trust hereby agrees to or the Board of Directors of the Fund, indemnify the Sub-Advisor, and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Trust or a majority of the full Board of Directors of the Fund.

Appears in 2 contracts

Samples: Sub Investment Advisory Agreement (BlackRock Funds II), Sub Investment Advisory Agreement (BlackRock Funds V)

Indemnity. The Company shall indemnify any Manager ( a and may indemnify any employee or agent of the Company or Manager) The Trust hereby agrees who was or is a party or is threatened to indemnify the Advisor be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and each whether formal or informal (other than an action by or in the right of the Advisor's directors Company), officers by reason that such person is or was a Manager, employees employee or agent of the Company or Manager, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof against expenses (including any individual who serves at the Advisor's request as director attorneys' fees), officer judgments, partner penalties, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities fines and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines settlement actually and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee 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 investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having but only if the person acted in any good faith, without gross negligence, and in a manner that such capacity person reasonably believed to be in the best interests of the Company, except and, with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's a criminal action was in the best interest of the Trust and furthermore, in the case of any criminal or proceeding, so long as if such Indemnitee person had no reasonable cause to believe that the his conduct was unlawful ; provided . To the extent that a Manager, however employee or agent of the Company (or of the Manager) is successful in defending an action, that (1) no Indemnitee suit or proceeding referred to in this Section 10, or in defending any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified hereunder against any liability to actual and reasonable expenses (including attorneys' fees) incurred in connection with the Trust action, suit or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust proceeding and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted brought to enforce the mandatory indemnification provided herein. Any indemnification permitted under this Section 10 shall be made by any Indemnitee the Company only as plaintiff authorized in the specific case, upon a determination that the person to indemnify has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amount paid in settlement. This determination shall be made in good faith by the Member. Notwithstanding the foregoing, no indemnification shall be mandatory only if provided to any person for, or in connection with, (a) the prosecution receipt of a financial benefit to which such action person is not entitled, suit (b) voting for or other proceeding by such Indemnitee was authorized by assenting to a majority distribution to Members in violation of this Agreement or Act, (c) any of the full Board proscribed actions enumerated in Section 9, or (d) a knowing violation of Trustees of the Trust law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Majestic Investor Capital Corp), Limited Liability Company Agreement (Majestic Star Casino LLC)

Indemnity. (a) The Trust hereby agrees to shall indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") Indemnitee against any all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) fees, reasonably incurred by such Indemnitee him in connection with the defense or disposition of any action, suit or other proceeding proceeding by the Trust or any other person, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein office or thereafter thereafter, by reason of his being or having been such Indemnitee having acted in any such capacity a Trustee, officer, employee or agent, except with in respect to of any matter as to which such Indemnitee he shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest interests of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful Trust; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, Indemnitee pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has the Trust shall have received a written opinion from counsel approved by the Trust to the effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of Indemnitee or unless a determination that such settlement or compromise is in the best interests meeting of the Trust and that such Indemnitee appears Trustees at which a quorum consisting of Trustees who are not parties to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) or threatened with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by shall make such a determination. The rights accruing to Indemnitee was authorized by a majority under this Agreement shall not exclude any other right to which he may be lawfully entitled; provided, however, that Indemnitee may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled only out of the full Board of Trustees Trust property. The Trust may make advance payments in connection with indemnification under this Agreement, provided that Indemnitee shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification. The level of the Trust indemnification shall be to the full extent of the net equity based on appraised and/or market value of the Indemnitor.

Appears in 2 contracts

Samples: Indemnification Agreement (Innsuites Hospitality Trust), Indemnification Agreement (Innsuites Hospitality Trust)

Indemnity. (a) The Trust hereby agrees Company shall, to the fullest extent permitted under the Delaware General Corporation Law, indemnify and hold harmless the Advisor, Executive from and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and all liabilities, costs and expenses, including including, but not limited to, amounts paid in satisfaction of judgments, in compromise settlement or as fines and or penalties, and counsel fees (all as provided in accordance with applicable state law) and disbursements, reasonably incurred by such Indemnitee the Executive in connection with the defense or disposition of of, or otherwise in connection with or resulting from, any action, suit or other proceeding, whether civil civil, criminal, administrative or criminal investigative, before any court or administrative or legislative or investigative body body, in which such Indemnitee the Executive may be or may have been involved as a party or otherwise or with which such Indemnitee the Executive may be or may have been threatened, while acting in any capacity set forth herein office or thereafter thereafter, by reason of such Indemnitee having acted the Executive’s being an executive officer of the Company or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which such Indemnitee the Executive shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith or in the reasonable belief that such Indemnitee's action was a manner he reasonably believed to be in or not opposed to the best interest interests of the Trust and furthermore Company or, in the case of with respect to any criminal action or proceeding, so long as such Indemnitee had no reasonable cause to believe that the his conduct was unlawful ; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust .

Appears in 2 contracts

Samples: Employment Agreement (ERBA Diagnostics, Inc.), Employment Agreement (ERBA Diagnostics, Inc.)

Indemnity. (a) The Trust Funds hereby agrees to indemnify the Advisor, Sub-Advisor and each of the Sub-Advisor 's ’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor 's ’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or a Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust a Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust a Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 2 contracts

Samples: Sub Investment Advisory Agreement (Managed Account Series), Sub Investment Advisory Agreement (Managed Account Series)

Indemnity. (a) The Trust hereby agrees to Each Fund may, in the discretion of the Board of Directors of the Corporation, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or each Fund its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust each Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust each Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 2 contracts

Samples: Investment Management Agreement (BlackRock Variable Series Funds, Inc.), Investment Management Agreement (BlackRock Series Fund, Inc.)

Indemnity. (a) The Trust hereby agrees to Corporation may, in the discretion of the Board of Directors of the Corporation, indemnify the Advisor Administrator, and each of the Advisor Administrator's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor Administrator's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Corporation or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Corporation and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust Corporation and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees Directors of the Trust Corporation.

Appears in 2 contracts

Samples: Administration Agreement (Merrill Lynch Investment Managers Funds Inc), Administration Agreement (Merrill Lynch Investment Managers Funds Inc)

Indemnity. (a) The Trust Fund hereby agrees to indemnify the Advisor, Adviser and each of the Advisor's directors Adviser’s Trustees, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's Adviser’s request as director, officer, partner, member, trustee or the like of another entity corporation) and controlling persons (each such person being an "Indemnitee" “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state corporate law) reasonably incurred by such Indemnitee indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee he may be or may have been involved as a party or otherwise or with which such Indemnitee he may be or may have been threatened, while acting in any capacity set forth herein above in this paragraph or thereafter by reason of such Indemnitee his having acted in any such capacity, except with respect to any matter as to which such Indemnitee he shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee he had no reasonable cause to believe that the conduct was unlawful ; , provided, however, that (1) no Indemnitee indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its shareholders or any expense of such Indemnitee indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or negligence, (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's his position (the conduct referred to in such clauses (i) through ( iv v) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's his action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund. Notwithstanding the foregoing the Fund shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Fund cannot lawfully waive.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Gabelli Go Anywhere Trust), Investment Advisory Agreement (Bancroft Fund LTD)

Indemnity. (a) The Trust hereby agrees to A Fund may, in the discretion of the Board of Trustees of the Trust, indemnify the Advisor, and each of the Advisor's directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, trustee or the like of another entity) (each such person being an "Indemnitee") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or a Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust a Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee's action was in the best interest of the Trust a Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.

Appears in 2 contracts

Samples: Investment Management Agreement (Master Institutional Money Market LLC), Investment Management Agreement (Quantitative Master Series Trust)

Indemnity. (a) The Trust hereby agrees to Fund may, with the prior consent of the Board of Trustees of the Fund, including a majority of the Trustees of the Fund who are not “interested persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act), indemnify the Advisor, and each of the Advisor 's directors ’s trustees, officers, employees, agents, associates and controlling persons and the directors trustees, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor 's ’s request as director trustee, officer, partner, member, trustee or the like of another entity) (each such person being an " Indemnitee " ) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust Fund or its the Fund’s shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee 's ’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as " disabling conduct " ), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee 's ’s action was in the best interest of the Trust Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust Fund, including a majority of the Trustees of the Fund who are not “interested persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act).

Appears in 2 contracts

Samples: Investment Management Agreement (BlackRock Innovation & Growth Trust), Investment Management Agreement (BlackRock ESG Capital Allocation Trust)