Indemnification of Trustees. (1) Each Trustee shall be indemnified from the Trust Estate against any loss, liability, expense (including attorney's fees and costs), or damage which such Trustee may incur or sustain by reason of the fact that he/she/it is or was a Trustee of the Trust or performing any functions incidental to such services; provided, however, that the foregoing shall not relieve such person of liability for willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his/her/its office.
(2) Indemnification under Paragraph 1 above shall be made by the Trust as authorized in the specific case unless a determination has been made that indemnification of the Trustee is improper in the circumstances because he/she/it has not met the applicable standards of conduct. Such determination shall be made (i) if the Trustee by a majority vote of a quorum consisting of Trustees who were not parties to the relevant action, suite, proceeding or claim or (ii) if such a quorum is not obtainable, or, if obtainable and a quorum of disinterested Trustee so directs, by independent legal counsel (who may be counsel to the Trust) in a written opinion.
(3) Expenses incurred in connection with a civil, criminal, administrative, or investigative action, suit, or proceeding, or threat thereof, shall be paid by the Trust in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in subsection (2) of this Section 7.07, upon receipt of an undertaking by or on behalf of the Person to repay such amount if it shall ultimately be determined that he/she/it is not entitled to be indemnified by the Trust as authorized in this Section.
(4) The indemnification provided by this Section 7.07 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other agreement, vote of disinterested Trustee, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a Person who has ceased to be a Trustee and shall inure to the benefit of the heirs, executors, and administrators of such Person.
(5) No bond shall be required of any of the Trustee.
Indemnification of Trustees. The Trustees shall be indemnified by, and receive reimbursement from, the Trust Estate against and from any and all liability, expense, claim, damage, or loss incurred by them individually or as Trustees in the administration of the Trust and the Trust Estate or any part or parts thereof, or in the doing of any act done or performed or omission occurring on account of their being Trustees, except (1) such liability, expense, claim, damage, or loss arising from their negligence, bad faith, or fraud, and (2) any loss resulting from Trustees’ expenses (direct or indirect) in carrying out the administrative tasks required hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustees shall have a lien upon the Trust Estate to secure them for such indemnification and reimbursement and for compensation to be paid to the Trustees. Except as provided in this Section 7.03, neither the Trustees nor any agent or employee of the Trustees shall be entitled to any reimbursement or indemnification from any Unit Owner for any liability, expense, claim, damage, or loss incurred by the Trustees or any such agent or employee; and the rights of the Trustees or any employee or agent of the Trustees to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate, whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustees or any such agent or employee.
Indemnification of Trustees. Section 7.04
Indemnification of Trustees. Every Person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.
Indemnification of Trustees. OFFICERS, EMPLOYEES AND OTHER AGENTS
Indemnification of Trustees. The Trustees shall be indemnified, and may reimburse themselves out of the Trust Property, from and against any and all loss, liability, expense or damage which the Trustees may sustain in good faith and without willful misconduct, gross negligence or fraud in the exercise and performance of any of the powers and duties of the Trustees under this Trust Agreement.
Indemnification of Trustees. The Trust shall indemnify each of its Trustees and officers (each hereafter referred to as a “Covered Person”) against any and all liabilities and expenses actually and reasonably incurred by the Covered Person in any Proceeding in which the Covered Person may be or may have been involved as a party or otherwise or with which the Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a trustee of the Trust or by reason of his or her being or having been a Covered Person, except with respect to any matter as to which the Covered Person shall have been finally adjudicated in a decision on the merits in a relevant Proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and except that the Covered Person shall not be indemnified against any liability to the Trust to which the Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust may, by written agreement, undertake to cause certain expenses incurred by any such Covered Person to be paid from time to time by the Trust in advance of the final disposition of any such Proceeding in accordance with guidance issued by the Securities and Exchange Commission and as described in the applicable Indemnification Agreement.
Indemnification of Trustees. Xxxxx Fargo Funds shall indemnify, --------------------------- defend and hold harmless Achievement Funds, its officers, trustees, employees and agents against all losses, claims, demands, liabilities and expenses, including reasonable legal and other expenses incurred in defending claims or liabilities, whether or not resulting in any liability of Achievement Funds, its officers, trustees, employees or agents, arising out of our based on (i) any material breach by Xxxxx Fargo Funds of any of its representations, warranties or agreements set forth in this Agreement, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement on Form N-1A or Form N-14 for Xxxxx Fargo Funds that is used in connection with the Reorganization. Xxxxx Fargo Funds also agrees that it will assume all liabilities and obligations of Achievement Funds relating to any obligation of Achievement Funds to indemnify its current and former Trustees and officers, acting in their capacities as such, to the fullest extent permitted by law and Achievement Funds' Master Trust Agreement, as in effect as of the date of this Plan. Xxxxx Fargo Funds also agrees that all rights to indemnification and all limitations of liability existing in favor of the current and former Trustees and officers, acting in their capacities as such, under the Achievement Funds Master Trust Agreement as in effect as of the date of this Plan shall survive the Reorganizations and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against Xxxxx Fargo Funds, its successors and assigns.
Indemnification of Trustees. Each Trustee shall be indemnified by and receive reimbursement from the Trust Estate against and from any and all loss, liability, expense or damage which such Trustee may incur or sustain, in good faith and without negligence, in the exercise and performance of any of the powers and duties of such Trustee under this Agreement. The Trustees shall have the right to purchase appropriate policies of liability insurance in coverages and such liability, claims or expenses which may be incurred in connection with their acting as Trustees. Without limiting the generality of the foregoing, the Trustees shall be authorized and empowered to implement indemnification provisions to the fullest extent permitted under the laws of the State of Delaware as in effect from time to time providing for indemnification to officers or directors of corporations incorporated in that State, whether or not such indemnification or authorization is specifically set forth herein, subject to such limitations, if any, as may be imposed by the laws of the State of Delaware upon indemnification of trustees.
Indemnification of Trustees. Officers, Employees and Other Agents.. 8