Common use of Indemnification/Liability Of Trustee Clause in Contracts

Indemnification/Liability Of Trustee. (a) So long as the Trustee and its officers, directors, employees and agents (collectively, the “Indemnified Parties” or, individually, an “Indemnified Party”) act in accordance with an Escrow Account Trustee Direction or a Trustee Direction, as appropriate under Section 1.02, the Indemnified Parties who were or are a party, or are threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding of any kind, whether civil, administrative or arbitrative, and whether brought by or against (i) the Trust, (ii) with respect to a Trustee, by reason of such Trustee being or having been a Trustee of the Trust, or by reason of such Trustee serving or having served in any capacity at the request of and on behalf of the Trust, or (iii) with respect to any other Indemnified Party, by reason of such Indemnified Party serving or having served in any capacity at the request of and on behalf of the Trust, shall be indemnified by the Trust against the expenses, costs and fees (including reasonable attorneys’ fees and expenses), judgments, awards, costs, amounts paid in settlement, and liabilities of all kinds incurred by such Indemnified Party in connection with or resulting from such action, suit, or proceeding if the Indemnified Party acted in good faith, without negligence or willful misconduct, provided, however, that such good faith, negligence or willful misconduct shall be determined based upon, among other factors relevant thereto, the Trustee’s charged knowledge of the Trustee Plan Documents and provided, further, that with respect to the duties of the Trustee set forth in Annex B attached, the Trustee may not rely on a Direction to insulate it from liability for its bad faith, negligence or willful misconduct in performing the tasks set forth therein. (b) An indemnification under Section 3.06(a) of this Trust Agreement shall be made by the Trust upon a determination that indemnification of such Indemnified Party is proper under the circumstances. Such determination shall be made by a majority vote of the members of the Finance Committee who were not parties to such action, suit, or proceeding, if at least two such Committee members were not parties; otherwise, the determination will be made by independent legal counsel ordered by the District Court to make such determination, or by the District Court. The Trustee has the right to contest such determination in the District Court. (c) Reasonable expenses, costs and fees (including attorneys’ fees) incurred by or on behalf of an Indemnified Party in connection with any such action, suit, or proceeding, whether civil, administrative or arbitrative, shall be paid by the Trust in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount unless it shall be determined ultimately that such person is entitled to be indemnified by the Trust.

Indemnification/Liability Of Trustee. (a) So long as the Trustee (or former Trustee) and its officers, directors, employees and agents (collectively, the “Indemnified Parties” or, "INDEMNIFIED PARTIES" or individually, an “Indemnified Party”"INDEMNIFIED PARTY") act or have acted in accordance with an Escrow Account Trustee Direction or a Trustee Directionthe terms of this Trust Agreement, as appropriate under Section 1.02the Order and/or upon the direction of the Court, the Indemnified Parties who were or are a party, or are threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding of any kind, whether civil, administrative administrative, or arbitrative, and whether brought by or against (i) against the Trust, or (ii) with respect to a Trustee, by reason of such Trustee being or having been a Trustee of the Trust, or by reason of such Trustee serving or having served in any capacity at the request of and on behalf of the Trust, or (iii) with respect to any other Indemnified Party, by reason of such Indemnified Party serving or having served in any capacity at the request of and on behalf of the Trust, shall be indemnified and held harmless by the Settlor and the Trust from and against the expensesall costs, costs and fees (including reasonable attorneys’ fees and expenses)damages, judgments, awardsattorneys' fees (whether such attorneys shall be regularly retained or specifically employed), costsexpenses, amounts paid in settlementobligations, and liabilities of all kinds incurred by such every kind and nature which the Indemnified Party or Indemnified Parties may insure, sustain, or be required to pay in connection with or resulting from such actionarising out of this Trust Agreement, suit, or proceeding if and to pay to the Indemnified Party acted in good faithor Indemnified Parties on demand the amount of all such costs, without negligence or willful misconductdamages, providedjudgments, howeverattorneys' fees, that such good faithexpenses, negligence or willful misconduct shall be determined based upon, among other factors relevant thereto, the Trustee’s charged knowledge of the Trustee Plan Documents obligations and provided, further, that with respect to the duties of the Trustee set forth in Annex B attached, the Trustee may not rely on a Direction to insulate it from liability for its bad faith, negligence or willful misconduct in performing the tasks set forth thereinliabilities. (b) An indemnification under Section 3.06(a) The Trustee shall have no liability or obligation, nor shall any person have a legal or equitable claim, remedy or cause of action for any act or omission by the Trustee with respect to the Trust Estate except for Trustee's failure to comply with the fiduciary standards for trustees as set forth in the laws of the State of Tennessee. The Trustee's sole responsibility shall be for the receipt, administration, investment, and disbursement of the Trust Estate in accordance with the terms of this Trust Agreement shall be made by the Trust upon a determination that indemnification of such Indemnified Party is proper under the circumstances. Such determination shall be made by a majority vote of the members of the Finance Committee who were not parties to such action, suit, or proceeding, if at least two such Committee members were not parties; otherwise, the determination will be made by independent legal counsel ordered by the District Court to make such determination, or by the District CourtAgreement. The Trustee has shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Trustee may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the right truth and accuracy of any information contained therein, which the Trustee shall in good faith believe to contest such determination in be genuine, to have been signed or presented by the District Court. (c) Reasonable expensesperson or parties purporting to sign the same and to conform to the provisions of this Trust Agreement. In no event shall the Trustee be liable for incidental, costs and fees (including attorneys’ fees) incurred by indirect, special, consequential or on behalf of an Indemnified Party punitive damages. The Trustee shall not be obligated to take any legal action or commence any proceeding in connection with the Trust Estate, this Trust Agreement or the Settlement Agreement, or to appear in, prosecute or defend any such action, suit, legal action or proceeding. The Trustee may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, whether civil, administrative or arbitrative, and shall incur no liability and shall be paid by fully indemnified from any liability whatsoever in acting in accordance with the Trust in advance of the final disposition thereof upon receipt of an undertaking by opinion or on behalf instruction of such Indemnified Party to repay such amount unless it shall be determined ultimately that such person is entitled to be indemnified by the Trustcounsel.

Indemnification/Liability Of Trustee. (a) So long as the Trustee (or former Trustee) and its officers, directors, employees and agents (collectively, the “"Indemnified Parties” or, " or individually, an “"Indemnified Party”") act or have acted in accordance with an Escrow Account Trustee Direction or a Trustee Directionthe terms of this Trust Agreement, as appropriate under Section 1.02and/or upon the direction of the Court, the Indemnified indemnified Parties who were or are a party, or are threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding of any kind, whether civil, administrative administrative, or arbitrative, . and whether brought by or against (i) against the Trust, or (iiiii) with respect to a Trustee, by reason of such Trustee being or having been a Trustee of the Trust, or by reason of such Trustee serving or having served in any capacity at the request of and on behalf of the Trust, or (iii) with respect to any other Indemnified Party, by reason of such Indemnified Party serving or having served in any capacity at the request of and on behalf of the Trust, shall be indemnified and held harmless by the Settlor and the Trust from and against the expensesall costs, costs and fees (including reasonable attorneys’ fees and expenses)damages, judgments, awardsattorneys' fees (whether such attorneys shall be regularly retained or specifically employed), costsexpenses, amounts paid in settlementobligations, and liabilities of all kinds incurred by such every kind and nature which the Indemnified Party or indemnified parties may insure, sustain, or be required to pay in connection with or resulting from such actionarising out of this Trust Agreement, suit, or proceeding if and to pay to the Indemnified Party acted in good faithor Indemnified Parties on demand the amount of all such costs, without negligence or willful misconductdamages, providedjudgments, howeverattorneys' fees, that such good faithINITIAL SETTLEMENT TRUST AGREEMENT expenses, negligence or willful misconduct shall be determined based upon, among other factors relevant thereto, the Trustee’s charged knowledge of the Trustee Plan Documents obligations and provided, further, that with respect liabilities. To secure said indemnification and to the duties of the Trustee set forth in Annex B attachedsatisfy its compensation hereunder, the Trustee may not rely on a Direction is hereby given the right to insulate it from liability for its bad faith, negligence or willful misconduct in performing reimburse itself therefore out of the tasks set forth thereinTrust Estate. (b) An indemnification under Section 3.06(a) The Trustee shall have no liability or obligation, nor shall any person have a legal or equitable claim, remedy or cause of action for any act or omission by the Trustee with respect to the Trust Estate except for Trustees willful misconduct or gross negligence in breach of the terms of this Trust Agreement Agreement. The Trustee's sole responsibility shall be made by for the receipt, administration, investment, and disbursement of the Trust upon a determination that indemnification Estate in accordance with the terms of such Indemnified Party is proper under the circumstances. Such determination shall be made by a majority vote of the members of the Finance Committee who were not parties to such action, suit, or proceeding, if at least two such Committee members were not parties; otherwise, the determination will be made by independent legal counsel ordered by the District Court to make such determination, or by the District Courtthis Trust Agreement. The Trustee has shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Trustee may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the right truth and accuracy of any information contained therein, which the Trustee shall in good faith believe to contest such determination in be genuine, to have been signed or presented by the District Court. (c) Reasonable expensesperson or parties purporting to sign. the same and to conform to the provisions of this Trust Agreement. In no event shall the Trustee be liable for incidental, costs and fees (including attorneys’ fees) incurred by indirect, special, consequential or on behalf of an Indemnified Party punitive damages. The Trustee shall not be obligated to take any legal action or commence any proceeding in connection with the Trust Estate, this Trust Agreement or o Settlement Agreement, or to appear in, prosecute or defend any such action, suit, legal action or proceeding. The Trustee may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, whether civil, administrative or arbitrative, and shall incur no liability and shall be paid by fully indemnified from any liability whatsoever in acting in accordance with the Trust in advance of the final disposition thereof upon receipt of an undertaking by opinion or on behalf instruction of such Indemnified Party to repay such amount unless it shall be determined ultimately that such person is entitled to be indemnified by the Trustcounsel.