Common use of INDEMNIFICATION OF STATE STREET Clause in Contracts

INDEMNIFICATION OF STATE STREET. BY THE INSURANCE COMPANY. State Street shall be held to the standard of reasonable care in carrying out the provisions of this Agreement. However, State Street is not responsible or liable for, and the Insurance Company will promptly indemnify and hold State Street harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable attorney’s fees, payments and liabilities that are incurred by State Street or for which State Street is held to be liable, arising out of or attributable to State Street’s entrance into this Agreement, as a result of State Street following any Proper Instructions, or as a result of any other action or inaction of State Street in the performance of its duties under this Agreement, provided, however, that any such action or inaction was in good faith and in the exercise of reasonable care; and provided, further, that such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of State Street’s negligence, bad faith or willful misconduct. Any amounts payable by the Insurance Company under this Section 5 shall be satisfied only against the assets of the Insurance Company involved in the matter and not against the assets of any other Insurance Company.