Common use of Indemnification; Limited Liability of Trustee Clause in Contracts

Indemnification; Limited Liability of Trustee. To the extent permitted by law, subject to appropriation by the District, and without waiving any provision of the Colorado Governmental Immunity Act, C.R.S. 24‑10-101, et seq. the District covenants and agrees to indemnify and save the Trustee, and its officers, directors, employees, attorneys, agents and receivers, harmless against any loss, expense (including, without limitation, reasonable legal fees and expenses) and liabilities which it may incur arising out of or in connection with (i) the exercise and performance of its powers and duties hereunder, (ii) the sale of any Bonds and the carrying out of the transactions contemplated by the Bonds or related documents, or (iii) any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state a material fact necessary to make the statement made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized in connection with the sale of the Bonds, including the reasonable costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful misconduct of the Trustee, its officers, directors, employees or agents. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of the Bonds pursuant to the provisions of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture. This Section 7.10 shall survive the termination of this Indenture and the earlier removal or resignation of the Trustee.

Indemnification; Limited Liability of Trustee. To the extent permitted by law, subject to appropriation by the District, and without waiving any provision of the Colorado Governmental Immunity Act, C.R.S. 24‑10-101, et seq. the District The Authority further covenants and agrees to indemnify and save the Trustee, Trustee and its officers, officials, directors, employees, attorneys, agents and receiversemployees, harmless from and against any loss, expense (includingcost, without limitationclaim, reasonable suit, judgment, damages, expense, including legal fees and expenses) , and liabilities which it may incur arising out of or in connection with (i) the exercise and performance of its powers and duties hereunder, (ii) the sale of hereunder and any Bonds and the carrying out of the transactions contemplated by the Bonds or related documents, or (iii) any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state a material fact necessary to make the statement made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized documents in connection with the sale of the Bondsherewith, including the reasonable costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful intentional misconduct of the Trustee, its officers, directors, employees agents or agentsemployees. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunderhereunder unless indemnity reasonably satisfactory to it against such liability or risk is provided to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of a majority (or any lesser amount that may direct the Trustee in accordance with the provisions of the Indenture) of the Owners of the principal amount of Bonds pursuant to Outstanding or the provisions of this Indenture Insurer relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture. This The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent or engaged in willful misconduct in ascertaining the pertinent facts. The rights of the Trustee and the obligations of the Authority under this Section 7.10 6.12 shall survive the termination of this Indenture Indenture, discharge of the Bonds and the earlier resignation or removal or resignation of the Trustee.

Indemnification; Limited Liability of Trustee. To the extent permitted by law, subject to appropriation by the District, and without waiving any provision of the Colorado Governmental Immunity Act, C.R.S. 24‑10-101, et seq. the District The Agency further covenants and agrees to indemnify and save the Trustee, Trustee and its officers, directors, employees, attorneys, agents and receiversemployees, harmless against any loss, expense (includingexpense, without limitation, reasonable including legal fees and expenses) , and liabilities which it may incur arising out of or in connection with (i) the exercise and performance of its powers and duties hereunder, (ii) in- cluding the sale reasonable costs and expenses of defending against any Bonds and the carrying claim of liability or arising out of the transactions contemplated by the Bonds or related documents, or (iii) any untrue statement or alleged untrue statement of any material fact or omission or alleged al- leged omission to state a material fact necessary to make the statement statements made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized in connection with the sale of the Bonds, including the reasonable costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful misconduct of the Trustee, its officers, directors, employees agents or agentsemployees. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunderhereunder if repayment of such funds or adequate indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of at least a majority of the principal amount of the Bonds pursuant to the provisions of this Indenture relating to the time, method and place of exercising any trust or power or conducting any proceeding or remedy available to the Trustee under this IndentureIndenture of for any special, indirect, consequential or punitive damages. This The obligations of the Agency hereunder and Section 7.10 8.03 shall survive the termination of this Indenture and the earlier resignation or removal or resignation of the Trustee, or the discharge of this Indenture.

Indemnification; Limited Liability of Trustee. To the extent permitted by law, subject to appropriation by the District, and without waiving any provision of the Colorado Governmental Immunity Act, C.R.S. 24‑1000-10100-000, et seq. the District covenants and agrees to indemnify and save the Trustee, and its officers, directors, employees, attorneys, agents and receivers, harmless against any loss, expense (including, without limitation, reasonable legal fees and expenses) and liabilities which it may incur arising out of or in connection with (i) the exercise and performance of its powers and duties hereunder, or (ii) the sale of any Bonds and the carrying out of the transactions contemplated by the Bonds or related documents, or (iii) any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state a material fact necessary to make the statement made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized in connection with the sale of the Bonds, including the reasonable costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful misconduct of the Trustee, its officers, directors, employees or agents. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of the Bonds pursuant to the provisions of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture. This Section 7.10 shall survive the termination of this Indenture and the earlier removal or resignation of the Trustee.