Indemnification of the Trustees. The Issuer and the Company jointly and severally agree to indemnify and hold harmless the Trustees, their directors, officers, agents, representatives, attorneys, and employees (each, an “Indemnitee”) from and against any and all losses, liability, damage, claim (whether asserted by the Company, the Issuer, a Holder or any other person) or expense (including reasonable compensation and expenses and disbursements of each of the Trustees’ counsel), including any such amounts incurred in connection with enforcing the Issuer’s obligations, including its obligation to indemnify the Trustees hereunder (collectively, “Losses”) in connection with or arising out of the administration of this Indenture by the Trustees or the exercise or performance of the Trustees’ rights, duties or powers hereunder, or in connection with the enforcement of any rights of Holders hereunder, in each case, done or made in good faith by the Trustees and in accordance with the standards applicable to the Trustees under this Article 7, and except to the extent such Losses were incurred due to the gross negligence or willful misconduct on the part of such Indemnitee. This provision shall survive the resignation or removal of either or both of the Trustees and the termination or discharge of this Indenture.
Indemnification of the Trustees. To the fullest extent permitted by law, the Owner hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Trustees and their respective successors, permitted assigns, agents and servants from and against, any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustees on or measured by any fees or other compensation received by the Trustees for their services hereunder), claims, action, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted against any of the Trustees in any way relating to or arising out of this Agreement or any other Operative Document or the enforcement of the terms of any thereof, or in any way relating to or arising out of the acquisition, ownership, possession, use, sale or other disposition of any of the Trust Estate, or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of any of the Trustees hereunder, except: (i) in the case of willful misconduct or gross negligence on the part of any of the Trustees or in any Trustee's individual capacity in the performance or nonperformance of its obligations and duties hereunder; (ii) those resulting from the inaccuracy of any representation or warranty of any Trustee in its individual capacity (or from the failure of any Trustee to perform any covenant in its individual capacity) in this Agreement; (iii) those arising or resulting from any of the matters described in clauses (i) through (v) of Section 5.1; or (iv) those resulting from any Trustee's failure to perform the terms of Section 4.4(b) or from the failure to use ordinary care in the receipt or disbursement of funds. The indemnities contained in this Section 6.1 extend to the Trustees only and shall not be construed as indemnities of the Trust Estate. The indemnities contained in this Section 6.1 shall survive the termination of this Agreement. Any claim by any Trustee shall be against the interest of the Owner in the Trust Estate as security for any amounts owning to it hereunder.
Indemnification of the Trustees. Each Trustee, its officers, directors, agents and employees shall at all times be indemnified and saved harmless by Aura from and against all claims, demands, losses, actions, causes of action, suits, proceedings, costs, charges, expenses, assessments, judgements, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by such Trustee contemplated by this Indenture, reasonable expert consultant and legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which such Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee. The foregoing provisions of this section do not apply to the extent that in any circumstance there have been acts of gross negligence, willful misconduct or bad faith by such Trustee. This indemnity shall survive the termination or discharge of this Indenture and the resignation or removal of such Trustee.
Indemnification of the Trustees. 16.1. Subject to the aforegoing a Trustee shall, in performance of his/her duties and in the exercise of his/her powers, act with the care, diligence and skill which can reasonably be expected of a person who manages the affairs of another.
16.2. No Trustee shall be liable for any loss of the Trust arising by reason of any investment made on behalf of the Trust whether authorised in terms of the Deed of Trust or not, or for the negligence or fraud of any agent employed by such Trustee, or by any other Trustee (although the employment of such agent was not strictly necessary or expedient) or by reason of any mistake or omission made in good faith by any Trustee hereof or by reason of any matter or thing whatsoever, except such as is occasioned by such Trustee's own personal, wilful act of dishonesty.
16.3. The Trustees shall be indemnified out of the Trust Assets against all claims or demands of whatever nature that may be made upon them arising out of the exercise, purported exercise or omission to exercise any of the powers conferred upon them by this Deed of Trust. Nothing herein contained shall be deemed to exempt a Trustee from or indemnify him/her against liability for breach of trust where he/she failed to show the degree of care, diligence and skill referred to above.
Indemnification of the Trustees. Each Trustee shall be indemnified by the Employer for all costs, expenses, including attorneys' fees, claims, or liability actually and necessarily incurred in connection with any claims or litigation by reason of the Trustees having followed written instructions of the Employer or the Plan Administrator. No such indemnification shall apply where litigation is occasioned by the fault of the -------------------------------------------------------------------------------- ARTICLE XI -- Trust Provisions Page 74 Basic Plan Document #03 - Defined Benefit ----------------------------------------- Trustees, or is in connection with a violation of ERISA, and any subsequent statutes of similar purpose. Any such indemnification shall apply only after full recovery has been made under any insurance contract protecting the Trustees with respect to each litigation and in no event exceed the difference between the costs, expenses and liability determined by such litigation and the amounts payable by such insurance, had this provision not been in effect.
Indemnification of the Trustees. The Grantors agree, to the extent permitted by applicable law, to indemnify the Trustees and hold them harmless from and against any damages, losses, costs and expenses incurred by the Trustees (including without limitation expenses of investigation and the fees and expenses of counsel) and against any claim or liability that may be asserted against any Trustee, other than solely on account of such Trustee's own gross negligence or willful misconduct, by reason of the Trustees' taking or refraining to take any action in connection with the administration of the Trust or arising out of or relating to any suit, actions or proceeding to which any Trustee is a party or otherwise involved by reason of service as a Trustee hereunder. Any amount payable to a Trustee hereunder shall be paid promptly by the Grantors upon demand by the Trustee, within ten (10) days of such demand, but shall in no event be paid from the Trust Corpus. The Institutional Trustee shall be entitled to rely, and shall be held harmless by the Company and the Bank in relying, on the propriety of any direction received from the Individual Trustees.
