Common use of Indemnification of Resident Delaware Trustee Clause in Contracts

Indemnification of Resident Delaware Trustee. To the fullest extent permitted by applicable law, the Resident Delaware Trustee (in its capacity as trustee and individually), together with its Affiliates and their respective successors, assigns, legal representatives, officers, directors, employees, agents and servants (the “RD Indemnified Parties”), shall be indemnified by the Trust (including indemnification against negligence, gross negligence or breach of duty) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Resident Delaware Trustee on or measured by any compensation received by the Resident Delaware Trustee for its services hereunder), claims, demands, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses and amounts paid in settlement) of any kind and nature whatsoever (collectively, “Expenses”) which may be imposed on, incurred by or asserted against the RD Indemnified Parties in any way relating to or arising out of the Trust’s formation, operation or termination, the execution, delivery and performance of this Trust Agreement or any other agreements to which the Trust is a party or the Resident Delaware Trustee’s action or inaction hereunder or thereunder, except for Expenses that are held by a court of competent jurisdiction in a final, non-appealable proceeding to have resulted from the actual fraud or willful misconduct of the RD Indemnified Parties. The indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement or the Resident Delaware Trustee’s removal or resignation. Any indemnification provided pursuant to this Section 2.4 will only be recoverable from the Trust Estate and any applicable insurance. To the fullest extent permitted by law, Expenses incurred by an RD Indemnified Party shall, from time to time (within thirty (30) days following a request from an RD Indemnified Party to the Manager), be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of the undertaking by, or on behalf of, such RD Indemnified Party to repay such amount if it shall be determined that the RD Indemnified Party is not entitled to be indemnified hereunder by a court of competent jurisdiction in a final, non-appealable proceeding.

Indemnification of Resident Delaware Trustee. To the fullest extent permitted by applicable law, the Resident Delaware Trustee (in its capacity as trustee and individually), together with its Affiliates and their respective successors, assigns, legal representatives, officers, directors, employees, agents and servants (the “RD Indemnified Parties”), shall be indemnified by the Trust (including without limitation indemnification against negligence, gross negligence or breach of duty) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Resident Delaware Trustee on or measured by any compensation received by the Resident Delaware Trustee for its services hereunder), claims, demands, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses and amounts paid in settlement) of any kind and nature whatsoever (collectively, “Expenses”) which may be imposed on, incurred by or asserted against the RD Indemnified Parties in any way relating to or arising out of the Trust’s formation, operation or termination, the execution, delivery and performance of this Trust Agreement or any other agreements to which the Trust is a party or the Resident Delaware Trustee’s action or inaction hereunder or thereunder, except for Expenses that are held by a court of competent jurisdiction in a final, non-appealable proceeding to have resulted from the actual fraud or willful misconduct of the RD Indemnified Parties. The indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement or the Resident Delaware Trustee’s removal or resignation. Any indemnification provided pursuant to this Section 2.4 will only be recoverable from the Trust Estate and any applicable insurance. To the fullest extent permitted by law, Expenses incurred by an RD Indemnified Party shall, from time to time (within thirty (30) days following a request from an RD Indemnified Party to the Manager), be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of the undertaking by, or on behalf of, such RD Indemnified Party to repay such amount if it shall be determined that the RD Indemnified Party is not entitled to be indemnified hereunder by a court of competent jurisdiction in a final, non-appealable proceeding.