Common use of Immunity and Indemnification Clause in Contracts

Immunity and Indemnification. The Released Parties shall have official immunity and shall be immune from suit and liability, both personally and in their official capacities, for any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, whether prior to or following the commencement of the Proceeding, with the sole exception of acts or omissions resulting from intentional fraud, gross negligence, or willful misconduct as determined by a Final Order and, in all respects, such Entities shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities, if any, under this Plan. If any legal action is commenced against any Released Party, whether against that Entity personally or in an official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Entity shall be indemnified by AAC for all reasonable and documented expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud, gross negligence, or willful misconduct. Any such indemnification shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Released Party any immunity, indemnity, benefits of law, rights or any defense otherwise available.

Immunity and Indemnification. The Released Parties Escrow Agent shall have official immunity and shall be immune from suit and liabilitynot incur personal liability of any nature in connection with any acts or omissions, both personally and in their official capacities, for any act or omission made in connection withgood faith, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or in the administration of this Plan Escrow or in carrying out any directions by HUB or Consultant issued in accordance with this Escrow Agreement. The Escrow Agent shall be indemnified and saved harmless by HUB and Consultant or from the property Escrow Funds, or both, from and against any personal liability to which the Escrow Agent may be distributed under subject by reason of any alleged or actual act or failure to act in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this PlanEscrow Agreement or carrying out its responsibilities hereunder, whether prior to or following including costs and expenses of successfully defending the commencement Escrow Agent against any claims of the Proceedingliability with respect thereto, with the sole exception otherwise than as a result of acts or omissions resulting from intentional fraud, its gross negligence, or willful misconduct or material breach of this Escrow Agreement. In addition, HUB and Consultant hereby covenant and agree not to xxx the Escrow Agent for any liability arising out of any alleged or actual act or failure to act in its capacity as determined by a Final Order andEscrow Agent (excluding gross negligence, in all respects, such Entities shall be entitled to rely upon willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among the advice of counsel Escrow Agent and any other party hereto with respect to their duties (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and responsibilitiesa substitute escrow agent is not appointed pursuant to Section 9 hereof, if any, under this Planthe Escrow Agent shall have the right to institute a xxxx of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction to determine the rights of the parties. If any legal action is commenced against any Released Party, whether against that Entity personally or in an official capacity, alleging property damage, property loss, personal injury Should a xxxx of interpleader or other civil liability caused by judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Escrow Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Entity shall be indemnified by AAC for all reasonable and documented expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud, gross negligence, or willful misconduct. Any such indemnification shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Released Party any immunity, indemnity, benefits of law, rights or any defense otherwise availablelitigation.

Immunity and Indemnification. The Released Parties Trustee shall have official immunity and shall be immune from suit and liability, both personally and not incur personal liability of any nature in their official capacities, for connection with any act or omission omission, made in connection withgood faith, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or in the administration of this Plan Trust, or in the property carrying out of any directions by the Governance Committee and confirmed by the Trust Administrator in accordance with this Agreement. The Trustee and its directors, officers, agents and employees shall be indemnified and saved harmless by the Grantors of from the Trust, or both, from and against any personal liability to which the Trustee may be subjected to be distributed under this Planreason of any act or conduct in its official capacity, whether prior including all expenses reasonably incurred in its defense in the event Governance Committee fails to provide such defense. The Trustee shall not be liable for any action taken or following omitted by it in good faith except to the commencement extent that a final adjudication of a court of competent jurisdiction determines that the Proceeding, with the sole exception of acts or omissions resulting from intentional fraud, gross negligence, Trustee’s negligence or willful misconduct was the primary cause of any loss to either of the Parties. In the event that the Trustee shall be uncertain as determined by a Final Order andto its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in all respectsits opinion, such Entities conflict with any of the provisions of this Agreement, it shall be entitled to rely upon refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the advice other parties hereto or by a final order or judgment of counsel a court of competent jurisdiction, except that in the case of an expiring security the Trustee shall be obligated to draw down the value of the security. The Trustee may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to their duties certain circumstances, and responsibilities, if any, under this Plan. If any legal action is commenced against any Released Party, whether against that Entity personally or in an official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting thereafter be fully relieved from any act and all liability or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account obligation with respect to such interpleaded assets or any action or non-action based on such declaratory judgment. Anything in this agreement to the Segregated Accountcontrary notwithstanding, in no event shall the ProceedingTrustee be liable for special, this Plan indirect or consequential damage of any kind whatsoever (and the Approval Order related heretoincluding, but not limited to, lost profits), even if the First Amended Plan (Trustee has been advised of the likelihood of such loss or damage and regardless of the 2014 Approval Order related thereto)form of action. The Governance Committee hereby grants the Trustee a lien, a right of set off and security interest to the Interim Cash Payment Rulesaccount for the payment of any claim for compensation, expenses and amounts due hereunder. The parties hereto acknowledge that the Payment Guidelines, foregoing indemnities shall survive the consummation resignation or the removal of the Trustee or the termination of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Entity shall be indemnified by AAC for all reasonable and documented expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud, gross negligence, or willful misconduct. Any such indemnification shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Released Party any immunity, indemnity, benefits of law, rights or any defense otherwise availableagreement.

Immunity and Indemnification. The Released Parties Grantor and WestRock shall jointly and severally indemnify and hold the Trustee and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and out-of-pocket and incidental expenses and reasonable expenses of external legal counsel (any of the foregoing, “Losses”) that may be imposed on, incurred by, or asserted against the Indemnitees or any of them for following any instructions or other directions by the Grantor upon which the Trustee is authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, the Grantor and WestRock also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee’s performance under this Agreement, provided such Indemnity and each of its directors, officers, agents, employees, and affiliates have official immunity not acted with gross negligence, engaged in willful misconduct. The Grantor and shall be immune from suit WestRock hereby grant the Trustee a lien, right of set-off and liabilitysecurity interest in the Excess Amount, both personally and in their official capacitiesif any, for the payment of any claim for compensation, reimbursement or indemnity hereunder. The provisions of this Section 16 shall survive the termination of this Agreement and the resignation or removal of the Trustee for any reason (except for actions arising from its gross negligence or willful misconduct). The Trustee shall not incur personal liability of any nature in connection with any act or omission omission, made in connection withgood faith, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or in the administration of this Plan Trust, or in carrying out any directions by the property to be distributed under Grantor issued in accordance with this PlanAgreement, whether prior to or following provided the commencement of the Proceeding, Trustee has not acted with the sole exception of acts or omissions resulting from intentional fraud, gross negligence, or engaged in willful misconduct as determined by a Final Order and, in all respects, such Entities misconduct. The Trustee shall be entitled indemnified and saved harmless by the Grantor and WestRock, from and against any personal liability to rely upon which the advice Trustee may be subjected by reason of counsel with respect any act or conduct in its official capacity, including out-of-pocket expenses incurred in its defense in the event the Grantor fails to their duties provide such defense. The Grantor and responsibilitiesWestRock hereby acknowledge that the foregoing indemnities and payment and reimbursement obligations shall survive the resignation or discharge of the Trustee or the termination of this Agreement and hereby grants the Trustee a lien, right of set-off and security interest in the Excess Amount, if any, under this Plan. If for the payment of any legal action is commenced against any Released Partyclaim for compensation, whether against that Entity personally reimbursement or in an official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Entity shall be indemnified by AAC for all reasonable and documented expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud, gross negligence, or willful misconduct. Any such indemnification shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Released Party any immunity, indemnity, benefits of law, rights or any defense otherwise availableindemnity hereunder.

Immunity and Indemnification. The Released Parties Grantor shall have official immunity indemnify and hold the Trustee and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Trustee is authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, the Grantor also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee's performance under this Agreement, provided the Trustee has not acted with gross negligence or engaged in willful misconduct, or failed to account for and apply moneys and investments as provided herein. The provisions of this Section 16 shall be immune survive the termination of this Agreement and the resignation or removal of the Trustee for any reason (except for actions arising from suit and liability, both personally and its gross negligence or willful misconduct). The Trustee shall not incur personal liability of any nature in their official capacities, for connection with any act or omission omission, made in connection withgood faith, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or in the administration of this Plan or the property to be distributed under this Plan, whether prior to or following the commencement of the Proceeding, with the sole exception of acts or omissions resulting from intentional fraud, gross negligenceTrust, or willful misconduct as determined in carrying out any directions by a Final Order and, the Grantor issued in all respects, such Entities accordance with this Agreement. The Trustee shall be entitled to rely upon indemnified and saved harmless by the advice of counsel with respect to their duties Grantor, from and responsibilities, if any, under this Plan. If any legal action is commenced against any Released Party, whether against that Entity personally personal liability to which the Trustee may be subjected by reason of any act or conduct in an its official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Entity shall be indemnified by AAC for including all reasonable and documented expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or expenses reasonably incurred in its defense in the defense of event the Grantor fails to provide such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud, gross negligence, or willful misconduct. Any such indemnification shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Released Party any immunity, indemnity, benefits of law, rights or any defense otherwise availabledefense.