Common use of Indemnification of Trustees Clause in Contracts

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. (1a) Each Trustee shall be indemnified from the Trust Estate Corpus 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 being or was having been a Trustee of the Trust or for performing any functions incidental to such servicesservice; provided, however, that the foregoing shall not relieve such person of liability for bad faith, willful misfeasance, gross negligence negligence, or reckless disregard of the duties involved in the conduct of his/her/its officeduty. (2b) Indemnification under Paragraph 1 above paragraph (a) of this Section 7.5 shall be made by the Trust as authorized in the specific case unless a determination has been made mde that indemnification of the Trustee is improper in the circumstances because he/she/it he or she 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. (3c) Expenses incurred in connection with a civil, criminal, administrative, or investigative action, suit, or proceeding, or threat thereof, shall may 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 Trustee to repay such amount if it shall ultimately be determined that he/she/it he or she is not entitled to be indemnified by the Trust as authorized in this Sectionherein. (4d) The indemnification provided by in this Section 7.07 7.5 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other agreement, vote of disinterested Trustee, agreement or otherwise, both as to action in his official capacity as Trustee and as to action in another capacity while holding such office, and shall continue as to a Person person who has ceased to be a Trustee and shall inure to the benefit of the heirs, executors, and administrators of such Personperson. (5e) No bond The Trust shall be required have the power to purchase and maintain at the expense of the Trust insurance on behalf and for the benefit of any person who is or was a Trustee of the Trust against such person as Trustee, whether or not the Trust should have the power to indemnify such person against such liability under the provisions of this Section 7.5.

Indemnification of Trustees. Officers, etc. Subject to the limitations, if applicable, hereinafter set forth in this Section 8.4, the Trust shall indemnify (1) Each Trustee shall be indemnified from the Trust Estate against any lossassets of one or more Series to which the conduct in question relates) each of its Trustees, liabilityofficers, expense employees and agents (including attorneyPersons who serve at the Trust's fees request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "Covered Person")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and costs)penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or damage disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Trustee Covered Person may incur be or sustain may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of the fact that he/she/it is being or was having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust or performing any functions incidental to such servicesTrust; provided, however, that the foregoing shall not relieve such person of liability for (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her/its office. such Covered Person's office (2iii) Indemnification under Paragraph 1 above shall for a criminal proceeding, had reasonable cause to believe that his conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as "Disabling Conduct"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as authorized defined in the specific case unless a determination has been made that indemnification Section 2(a)(19) 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 1940 Act nor parties to the relevant actionproceeding (the "Disinterested Trustees"), suite, proceeding or claim or (iib) if such a quorum is not obtainable, or, if obtainable and a quorum of disinterested Trustee so directs, by an independent legal counsel (who may be counsel to the Trust) in a written opinion. . Expenses, including accountants' and counsel fees so incurred by any such Covered Person (3) Expenses incurred but excluding amounts paid in connection with a civilsatisfaction of judgments, criminalin compromise or as fines or penalties), administrative, or investigative action, suit, or proceeding, or threat thereof, shall may be paid from time to time by one or more Series to which the Trust conduct in question related in advance of the final disposition of any such action, suitsuit or proceeding; provided that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and (i) the Covered Person shall have provided security for such undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or proceeding as authorized in the manner provided in subsection (2iii) a majority of this Section 7.07, upon receipt of an undertaking by or on behalf a quorum of the Disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person to repay such amount if it shall ultimately will be determined that he/she/it is not found entitled to be indemnified by the Trust as authorized in this Sectionindemnification. (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. Officers, etc. Subject to the limitations, if applicable, hereinafter set forth in this Section 8.4, the Trust shall indemnify (1) Each Trustee shall be indemnified from the Trust Estate against any lossassets of the Series or Series to which the conduct in question relates) each of its Trustees, liabilityofficers, expense employees and agents (including attorneyPersons who serve at the Trust's fees request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "Covered Person")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and costs)penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or damage disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Trustee Covered Person may incur be or sustain may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of the fact that he/she/it is being or was having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust or performing any functions incidental to such servicesTrust; provided, however, that the foregoing shall not relieve such person of liability for (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her/its office. such Covered Person's office (2iii) Indemnification under Paragraph 1 above shall for a criminal proceeding, had reasonable cause to believe that his conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as "Disabling Conduct"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as authorized defined in the specific case unless a determination has been made that indemnification Section 2(a)(19) 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 1940 Act nor parties to the relevant actionproceeding (the "Disinterested Trustees"), suite, proceeding or claim or (iib) if such a quorum is not obtainable, or, if obtainable and a quorum of disinterested Trustee so directs, by an independent legal counsel (who may be counsel to the Trust) in a written opinion. . Expenses, including accountants' and counsel fees so incurred by any such Covered Person (3) Expenses incurred but excluding amounts paid in connection with a civilsatisfaction of judgments, criminalin compromise or as fines or penalties), administrative, or investigative action, suit, or proceeding, or threat thereof, shall may be paid from time to time by one or more Series to which the Trust conduct in question related in advance of the final disposition of any such action, suitsuit or proceeding; provided that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and (i) the Covered Person shall have provided security for such undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or proceeding as authorized in the manner provided in subsection (2iii) a majority of this Section 7.07, upon receipt of an undertaking by or on behalf a quorum of the disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person to repay such amount if it shall ultimately will be determined that he/she/it is not found entitled to be indemnified by the Trust as authorized in this Sectionindemnification. (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. (1) Each The Company and the Trust, jointly and severally, shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Trustee shall be indemnified from the Trust Estate against any lossmonetary damages for any losses, liabilityclaims, expense expenses, damages or liabilities (including attorney's fees and costs)collectively, or damage “Damages”) to which such Trustee may incur become subject in connection with any matter arising out of or sustain in connection with the performance by reason of the fact that he/she/it is or was a Trustee of the Trust Trustee’s duties under this Agreement or performing any functions incidental to such servicesthe establishment of the Trust; provided, however, that a Trustee shall only be entitled to indemnification if such Trustee acted in good faith in a manner such Trustee reasonably believed to be in accordance with the foregoing shall not relieve such person provisions of liability for willful misfeasancethis Agreement and, gross negligence or reckless disregard of the duties involved in the conduct case 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 any threatened, pending or completed investigation, action, suitesuit, proceeding appeal or claim or (ii) if such a quorum is not obtainableother proceeding, 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 whether civil, criminal, administrativeadministrative or investigative, had no reasonable cause to believe his or investigative her conduct was unlawful. If a Trustee becomes involved in any capacity in any action, suit, proceeding or proceeding, investigation in connection with any matter arising out of or threat thereof, shall be paid in connection with the performance by the Trust in advance Trustee of the final disposition Trustee’s duties under this Agreement or the establishment of such actionthe Trust, suitthe Company and the Trust, or proceeding as authorized in jointly and severally, shall, to the manner provided in subsection (2) extent the underlying claim is covered by the provisions of this Section 7.076.11, upon receipt advance to such Trustee such Trustee’s reasonable legal and other expenses (including, without limitation, the reasonable cost of an undertaking by any investigation and preparation) as they are incurred in connection therewith; provided, however, that such Trustee shall promptly repay to the Company and the Trust the amount of any such reimbursed expenses paid to such Trustee or on such Trustee’s behalf of the Person to repay such amount if it shall ultimately be finally determined by a court of competent jurisdiction in a final, binding and non-appealable decision that he/she/it is the Trustee was not entitled to be indemnified by the Company and the Trust in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to such Trustee or if available is insufficient to hold such Trustee harmless, then the Company and the Trust shall contribute to the amount paid or payable by such Trustee as authorized a result of such Damages in this Section. (4) such proportion as is appropriate to reflect the relative benefits received by the Company and the Trust on the one hand and the Trustee on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. The indemnification provided by remedies of any Trustee under this Section 7.07 6.11 shall not be deemed exclusive of nonexclusive and, without duplication, each such Trustee may pursue any other rights to which those indemnified may be entitled under any other agreement, vote remedy provided at law or in equity. The provisions 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 this Section 6.11 shall inure to the benefit of the heirsTrustees and any successors, executorsassigns, heirs and administrators personal representatives of such PersonTrustees. (5) No bond shall be required of any of the Trustee.

Indemnification of Trustees. TAC, FUTURE CLAIMANTS' REPRESENTATIVE, AND ADDITIONAL INDEMNITEES. (1a) Each Trustee The PI Trust shall indemnify and defend the Trustees, the members of the TAC, and the Futures Claimants' Representative in the performance of their duties hereunder to the fullest extent that a corporation or trust organized under the laws of the State of Delaware is from time to time entitled to indemnify and defend such persons against any and all liabilities, expenses, claims, damages or losses incurred by them in the performance of their duties hereunder or in connection with activities undertaken by them prior to the Effective Date in connection with the formation, establishment, or funding of the PI Trust. The PI Trust may indemnify any of the Additional Indemnitees in the performance of their duties hereunder to the fullest extent that a corporation or trust organized under the laws of the PI Trust's situs is from time to time entitled to indemnify and defend such persons against any and all liabilities, expenses, claims, damages or losses incurred by them in the performance of their duties hereunder or in connection with activities undertaken by them prior to the Effective Date in connection with the formation, establishment, or funding of the PI Trust. Notwithstanding the foregoing, no individual shall be indemnified from the Trust Estate against or defended in any loss, way for any liability, expense expense, claim, damage, or loss for which he or she is ultimately liable under Section 4.4 above. (b) Reasonable expenses, costs and fees (including attorney's attorneys' fees and costs)) incurred by or on behalf of a PI Trustee, a member of the TAC, Future Claimants' Representative, 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 Additional Indemnitee in connection with a civil, criminal, administrative, or investigative any action, suit, or proceeding, whether civil, administrative or threat thereofarbitrative from which they are indemnified by the PI Trust pursuant to Section 4.6(a) above, shall be paid by the PI 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, thereof upon receipt of an undertaking undertaking, by or on behalf of the Person Trustees, the members of the TAC, Future Claimants' Representative, or Additional Indemnitee, to repay such amount if in the event that it shall ultimately be determined ultimately by final order that he/she/it such PI Trustee, member of the TAC, Future Claimants' Representative, or Additional Indemnitee is not entitled to be indemnified by the Trust as authorized in this SectionPI Trust. (4c) The indemnification provided by this Section 7.07 shall not be deemed exclusive Trustees may purchase and maintain reasonable amounts and types of any other rights to which those indemnified may be entitled under any other agreement, vote insurance on behalf of disinterested an individual who is or was a PI 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 member of the heirsTAC, executorsFuture Claimants' Representative, and administrators of or Additional Indemnitee against liability asserted against, or incurred by, such Personindividual in that capacity or arising from his or her status as a PI Trustee, TAC member, Future Claimants' Representative, officer, employee, agent or other representative. (5) No bond shall be required of any of the Trustee.

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, suitesuit, 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.