Common use of Indemnification of the Independent Committee Members Clause in Contracts

Indemnification of the Independent Committee Members. (a) To the fullest extent permitted by applicable law, each Independent Committee Member shall be indemnified by the Trust (including indemnification against negligence, gross negligence or breach of duty) from and against any losses, judgments, liabilities, expenses (including reasonable legal fees and expenses) and amounts paid in settlement of any claims and demands whatsoever sustained by such Person in connection with such Person’s activities for the Trust (collectively, “Damages”), provided that such liability or loss was not the result of actual fraud or willful misconduct on the part of such Independent Committee Member. Any such indemnification will only be recoverable from the Trust Estate or any applicable insurance. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by an Independent Committee Member’s death, resignation, removal or a Bankruptcy Event with respect to such Independent Committee Member. (b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against any Independent Committee Member shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding if (i) the legal action relates to the performance of duties or services by such Independent Committee Member on the Trust’s behalf; and (ii) such Independent Committee Member undertakes to repay the advanced funds to the Trust in cases in which it is determined that the Independent Committee Member is not entitled to indemnification under this Section 5.6 by a court of competent jurisdiction in a final, non-appealable proceeding.

Indemnification of the Independent Committee Members. (a) To the fullest extent permitted by applicable law, each Independent Committee Member shall be indemnified by the Trust (including indemnification against negligence, gross negligence or breach of duty) from and against any losses, judgments, liabilities, expenses (including reasonable legal fees and expenses) and amounts paid in settlement of any claims and demands whatsoever sustained by such Person in connection with such Person’s activities for the Trust (collectively, “Damages”), provided that such liability or loss was not the result of actual fraud or willful misconduct on the part of such Independent Committee Member. Any such indemnification will only be recoverable from the Trust Estate or any applicable insurance. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by an a Independent Committee Member’s death, resignation, resignation or removal or a Bankruptcy Event with respect to such Independent Committee Member. (b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against any Independent Committee Member shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding if (i) the legal action relates to the performance of duties or services by such Independent Committee Member on the Trust’s behalf; and (ii) such Independent Committee Member undertakes to repay the advanced funds to the Trust in cases in which it is determined that the Independent Committee Member is not entitled to indemnification under this Section 5.6 by a court of competent jurisdiction in a final, non-appealable proceeding.

Indemnification of the Independent Committee Members. (a) To the fullest extent permitted by applicable law, each Independent Committee Member shall be indemnified by the Trust (including indemnification against negligence, gross negligence or breach of duty) from and against any losses, judgments, liabilities, expenses (including reasonable legal fees and expenses) and amounts paid in settlement of any claims and demands whatsoever sustained by such Person in connection with such Person’s activities for the Trust (collectively, “Damages”), provided that such liability or loss was not the result of actual fraud or willful misconduct on the part of such Independent Committee Member. Any such indemnification will only be recoverable from the Trust Estate or any applicable insurance. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by an the Independent Committee Member’s death, resignation, removal or a Bankruptcy Event with respect to such Independent Committee Member. (b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against any Independent Committee Member shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding if (i) the legal action relates to the performance of duties or services by such Independent Committee Member on the Trust’s behalf; and (ii) such Independent Committee Member undertakes to repay the advanced funds to the Trust in cases in which it is determined that the Independent Committee Member is not entitled to indemnification under this Section 5.6 by a court of competent jurisdiction in a final, non-appealable proceeding.