Common use of Indemnification of Limited Trustee Clause in Contracts

Indemnification of Limited Trustee. Notwithstanding any provision of this Agreement, the Employer hereby agrees to indemnify, defend, and hold the Limited Trustee, and its affiliates, and their respective directors, managers, officers, employees, agents, and other representatives harmless from any losses, costs, expenses, fees, liabilities, damages, claims, suits, or actions and appeals thereof resulting from their reliance upon any certificate, notice, confirmation, or instruction purporting to have been delivered by a representative of the Employer or the Plan that has been duly identified to the Limited Trustee in a manner required or accepted by such Limited Trustee. The Employer waives any and all claims of any nature it now has or may have against the Limited Trustee and its affiliates, and their respective directors, managers, officers, employees, agents, and other representatives, which arise, directly or indirectly, from any action or act the Limited Trustee takes in good faith hereunder that arises under the Plan or the administration of the Fund. The Limited Trustee will not be liable to the Employer for any act, omission, or determination made in connection with this Agreement except for its gross negligence or willful misconduct. Without limiting the generality of the preceding, the Limited Trustee will not be liable for any losses arising from its compliance with instructions from the Employer or its Designated Representative; for executing, failing to execute, failing to timely execute, or for any mistake in the execution of any instructions, unless such action or inaction is by reason of the gross negligence or willful misconduct of the Limited Trustee. The Limited Trustee is signing this Agreement solely to signify its acceptance of appointment as Limited Trustee and the Employer will have sole responsibility for the accuracy, completeness, legal sufficiency, and due execution thereof, including consulting with legal counsel and tax advisors as the Employer deems appropriate in connection therewith.

Indemnification of Limited Trustee. Notwithstanding any provision of this Agreement, the Employer hereby agrees to indemnify, defenddefen d, and hold the Limited Trustee, and its affiliates, and their respective directors, managersman ag ers, officers, employees, agentsag ents, and other representatives harmless from any losses, costs, expenses, fees, liabilities, damagesdamag es, claims, suits, or actions and appeals ap peals thereof resulting from their reliance upon any certificate, notice, confirmation, or instruction purporting to have been delivered by a representative of the Employer or the Plan that has been duly identified to the Limited Trustee in a manner required req uired or accepted by such Limited Trustee. The Employer waives any and all claims of any nature it now has or may have against ag ainst the Limited Trustee and its affiliates, and their respective directors, managers, officers, employees, agentsag ents, and other representatives, which arise, directly or indirectly, from any action or act the Limited Trustee takes in good faith hereunder that arises under un der the Plan or the administration of the Fund. The Limited Trustee will not be liable to the Employer for any act, omission, or determination made in connection with this Agreement except for its gross negligence or willful misconductmiscon duct. Without limiting the generality gen erality of the preceding, the Limited Trustee will not be liable for any losses arising from its compliance with instructions from the Employer or its Designated Representative; for executing, failing to execute, failing to timely execute, or for any mistake in the execution of any instructions, unless such action or inaction is by reason of the gross negligence or willful misconduct miscond uct of the Limited Trustee. The Limited Trustee is signing this Agreement solely to signify its acceptance of appointment as Limited Trustee and the Employer will have sole responsibility for the accuracy, completenesscompleten ess, legal leg al sufficiency, and due execution thereof, including consulting with legal leg al counsel and tax advisors as the Employer deems appropriate in connection therewith.