Common use of Compensation; Indemnification Clause in Contracts

Compensation; Indemnification. Each member of the Committee who is not a Trustee shall be paid a fixed sum of $8,000 per month for serving as a Committee member, payable on the first of each month in advance, provided that any member of the Committee may waive receipt of such monthly fee. All members shall be reimbursed for their reasonable out-of-pocket expenses in connection with attending meetings of the Committee. The Trust shall, as long as a member actually serves as a member of the Committee, defend, indemnify and hold such member harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by such member in the event that such member becomes a party, or is threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, relating to such member’s role as member of the Committee. Anything to the contrary herein notwithstanding, the Trust shall not be required to indemnify, defend and hold harmless under this Charter any person for any action taken by such person or on such person’s behalf that occurs prior to the date of this Charter, after the Committee ceased to exist or after such person is no longer a member of the Committee. Nothing herein shall be construed to provide a member of the Committee with indemnification (i) if such member is found to have engaged in a violation of any provision of state or federal law, unless such member demonstrates that such action was taken in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Trust; or (ii) if such member acted in a manner that constitutes gross negligence or willful misconduct. A member of the Committee shall promptly notify the Trust in writing in the event of any third-party claims actually made against such member or known by such member to be threatened if such member intends to seek indemnification hereunder in respect of such claims. In addition, upon delivery of notice with respect to any such claim, the Trust shall promptly assume control of the defense of such claim with counsel chosen by the Trust. The Trust shall not be responsible for any settlement of any claim against any member of the Committee covered by this indemnity without its prior written consent. However, the Trust may not enter into any settlement of any such claim without such member’s consent unless such settlement includes (i) no admission of liability or guilt by such member, and (ii) an unconditional release of such member from any and all liability or obligation in respect of such claim.

Compensation; Indemnification. Each member The Board Representative shall be entitled to the same compensation, expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the Committee who is not a Trustee shall be paid a fixed sum of $8,000 per month Board, as well as reimbursement for serving as a Committee memberdocumented, payable on the first of each month in advance, provided that any member of the Committee may waive receipt of such monthly fee. All members shall be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending meetings of the CommitteeBoard or any committee of the Board of which the Board Representative is a member, if any, in each case to the same extent as the other members of the Board. The Trust shallCompany will maintain directors and officers liability insurance policies for all directors in such amounts and on such terms as approved by the Board from time to time. To the extent that the Board Representative is entitled to be indemnified by the Company (in his capacity as Board Representative) or any insurer (the “Primary Insurer”) under this Section 1.3, as long by any other person pursuant to rights to which the Board Representative may be entitled by contract or as a member actually serves as matter of law or equity (a member “Secondary Indemnitor”) and/or by any insurer under any other policy applicable to the Board Representative (a “Secondary Insurer”), (a) the obligations of the Committee, defend, indemnify Company under this Section 1.3 shall be primary and hold the obligations of any such member harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by such member in the event that such member becomes a party, or is threatened to Secondary Indemnitor shall be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceedingsecondary, and any appeal thereof, relating to such member’s role as member of the Committee. Anything to the contrary herein notwithstanding, the Trust Company shall not be required entitled to indemnify, defend and hold harmless under this Charter contribution or indemnification from or subrogation against any person for any action taken by such person or on such person’s behalf that occurs prior to the date of this Charter, after the Committee ceased to exist or after such person is no longer a member of the Committee. Nothing herein shall be construed to provide a member of the Committee with indemnification (i) if such member is found to have engaged in a violation of any provision of state or federal law, unless such member demonstrates that such action was taken in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Trust; or (ii) if such member acted in a manner that constitutes gross negligence or willful misconduct. A member of the Committee shall promptly notify the Trust in writing in the event of any third-party claims actually made against such member or known by such member to be threatened if such member intends to seek indemnification hereunder in respect of such claims. In addition, upon delivery of notice Secondary Indemnitor with respect to any such claim, the Trust shall promptly assume control of the defense of such claim with counsel chosen by the Trust. The Trust shall not be responsible for any settlement of any claim against any member of the Committee covered by its obligations under this indemnity without its prior written consent. However, the Trust may not enter into any settlement of any such claim without such member’s consent unless such settlement includes (i) no admission of liability or guilt by such memberSection 1.3, and (iib) the Company shall use commercially reasonable efforts to cause the obligations of the Primary Insurer under this Section 1.3 to be primary and the obligations of the Secondary Insurer to be secondary and use commercially reasonable efforts to cause the Primary Insurer to not be entitled to contribution or indemnification from or subrogation against any such Secondary Insurer with respect to any of its obligations under this Section 1.3. Notwithstanding the foregoing, the parties agree and acknowledge that under no circumstances will the Company be required to initiate any Action or incur any fees or expenses (other than diminis out of pocket fees and expenses) or take any action that could reasonably be expected to result in an unconditional release increase in insurance premium, change in coverage or scope of such member from any and all liability insurance or obligation in respect the loss or denial of such claimcoverage.

Compensation; Indemnification. Each member The District agrees to pay and shall pay to the Escrow Agent as compensation in full for all services to be rendered by the Escrow Agent under this Agreement the amounts set forth in a separate schedule of fees and expenses, as modified from time to time as agreed upon with the District. Any payment to the Escrow Agent pursuant to this paragraph shall be made from any moneys of the Committee who is not a Trustee District lawfully available therefor, but the Escrow Agent shall be paid a fixed sum of $8,000 per month for serving as a Committee member, payable on the first of each month in advance, provided that have no lien whatsoever upon any member of the Committee may waive receipt of moneys or Escrowed Securities in the Escrow Fund for any such monthly feepayment. All members shall be reimbursed To the extent authorized by law, the District assumes liability for their reasonable out-of-pocket expenses in connection with attending meetings of and agrees to indemnify, protect, save and keep harmless the Committee. The Trust shallEscrow Agent and its respective successors, as long as a member actually serves as a member of the Committeeassigns, defendagents and servants, indemnify and hold such member harmless from and against any and all liabilities, obligations, losses, claims, damages, penalties, judgmentsclaims, awardsactions, settlements, liabilitiessuits, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by such member in the event that such member becomes a partyby, or is threatened asserted against, at any time, the District or the Escrow Agent (whether or not also indemnified against by any person under any other contract or instrument) and in any way relating to be made a partyor arising out of the execution and delivery of this Agreement, to any civilthe acceptance and performance of the duties and obligations of the Escrow Agent hereunder, criminalthe establishment of the Escrow Fund, administrative the acceptance of the moneys deposited in such fund, the retention of such moneys or arbitrative action, suit or proceeding, the proceeds thereof and any appeal thereofpayment, relating to such member’s role as member transfer or other application of moneys or securities by the Committee. Anything to Escrow Agent in accordance with the contrary herein notwithstandingprovisions of this Agreement, provided, that the Trust District shall not be required to indemnify, defend protect, save and hold keep harmless under this Charter any person for any action taken by such person or on such person’s behalf that occurs prior to the date of this CharterEscrow Agent against its own negligence, after the Committee ceased to exist or after such person is no longer a member of the Committee. Nothing herein shall be construed to provide a member of the Committee with indemnification (i) if such member is found to have engaged in a violation of any provision of state or federal law, unless such member demonstrates that such action was taken in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Trust; or (ii) if such member acted in a manner that constitutes gross negligence or willful misconduct. A member In no event shall the District be liable to any person by reason of the Committee shall promptly notify transactions contemplated hereby other than to the Trust Escrow Agent as set forth in writing in the event of any third-party claims actually made against such member or known by such member to be threatened if such member intends to seek indemnification hereunder in respect of such claims. In addition, upon delivery of notice with respect to any such claim, the Trust shall promptly assume control of the defense of such claim with counsel chosen by the Trustthis paragraph. The Trust indemnities contained in this paragraph shall not be responsible for any settlement survive the termination of any claim against any member of the Committee covered by this indemnity without its prior written consent. However, the Trust may not enter into any settlement of any such claim without such member’s consent unless such settlement includes (i) no admission of liability or guilt by such member, and (ii) an unconditional release of such member from any and all liability or obligation in respect of such claimAgreement.

Compensation; Indemnification. Each member of the Committee who is not a Trustee shall be paid a fixed sum of $8,000 per month for serving as a Committee member, payable on the first of each month in advance, provided that any member of the Committee may waive receipt of such monthly fee. All members shall be reimbursed for their reasonable out-of-pocket expenses in connection with attending meetings of the Committee. The Trust shall, as long as a member actually serves as a member of the Committee, defend, indemnify and hold such member harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by such member in the event that such member becomes a party, or is threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, relating to such member’s role as member of the Committee. Anything to the contrary herein notwithstanding, the Trust shall not be required to indemnify, defend and hold harmless under this Charter any person for any action taken by such person or on such person’s behalf that occurs prior to the date of this Charter, after the Committee ceased to exist or after such person is no longer a member of the Committee. Nothing herein shall be construed to provide a member of the Committee with indemnification (i) if such member is found to have engaged in a violation of any provision of state or federal law, unless such member demonstrates that such action was taken in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Trust; Trust; or (ii) if such member acted in a manner that constitutes gross negligence or willful misconduct. A member of the Committee shall promptly notify the Trust in writing in the event of any third-party claims actually made against such member or known by such member to be threatened if such member intends to seek indemnification hereunder in respect of such claims. In addition, upon delivery of notice with respect to any such claim, the Trust shall promptly assume control of the defense of such claim with counsel chosen by the Trust. The Trust shall not be responsible for any settlement of any claim against any member of the Committee covered by this indemnity without its prior written consent. However, the Trust may not enter into any settlement of any such claim without such member’s consent unless such settlement includes (i) no admission of liability or guilt by such member, and (ii) an unconditional release of such member from any and all liability or obligation in respect of such claim.