Common use of Indemnity, Etc Clause in Contracts

Indemnity, Etc. The Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, shall be indemnified, defended and held harmless by BACI (on behalf of itself and the Holders) from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, commenced or threatened, or any claims whatsoever) (the "Indemnified Claims") arising out of, in connection with, or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee's malfeasance (as determined by a final and unappealable order of a court of competent jurisdiction). BACI agrees on behalf of itself and the Holders that it will indemnify, defend and hold harmless the Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, from and against any Indemnified Claims. BACI's obligation hereunder shall survive the transfer of all or any portions of its respective shares and interests, the termination of the voting trust created herein, or the resignation, removal or other cessation of service of the Trustee. The Trustee, as such and in its individual capacity, shall be entitled to the prompt reimbursement from BACI for its out-of-pocket expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in investigating, preparing for or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to return such reimbursement insofar as it is subsequently determined by a final and unappealable order of a court of competent jurisdiction to have been incurred by the Trustee as a result of the Trustee's malfeasance in the matter in question. Such expenses payable under this Section 22 shall be prorated among the Holders in accordance with their respective interests in the Shares then deposited hereunder. If a claim under this Section 22 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the Trustee, as such and in its individual capacity, shall be entitled to be paid also the expense of prosecuting such claims, including reasonable attorney's fees. The Trustee is authorized and empowered to construe this Agreement and its construction of the same, made in good faith, shall be final, conclusive, and binding upon all Holders and all other parties interested. The Trustee may, in its discretion, consult with counsel to be selected and employed by it, and the reasonable fees and expenses of such counsel shall be an expense for which the Trustee, as such and in its individual capacity, is entitled to reimbursement under this Agreement. The Trustee hereby accepts the voting trust created hereby and agrees to perform its obligations expressly required hereunder to be performed by the Trustee, but assumes no other obligations and shall have no responsibility (and no personal liability) for the management of the Corporation or for any action taken by it, by any person elected as a director of the Corporation or by the Corporation pursuant to any vote cast or consent given by the Trustee. The Trustee, whether or not acting upon the advice of counsel, shall incur no personal liability to any person or entity because of any error of law or fact, mistake of judgment or any matter or thing done or omitted under this Agreement, except for its own malfeasance. Anything done or suffered in good faith by the Trustee in accordance with the advice of counsel chosen as indicated above or in good faith reliance on the provisions of this Agreement shall be conclusive in favor of the Trustee against the Holders and any other interested party and shall give rise to no personal liability on the part of the Trustee. The Trustee shall not be personally liable in any event for acts or defaults of any other trustee or trustees (under this or any other voting trust of the Corporation's securities) or for acts or defaults of any employee, agent, proxy or attorney-in-fact of any other trustee or trustees. The Trustee shall be fully protected and free from personal liability in relying or acting upon any notice, request, consent, certificate, declaration, guarantee, affidavit or other paper or document or signature reasonably believed by it to be genuine and to have been signed by the proper party or parties or by the party or parties purporting to have signed the same. No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 23.

Indemnity, Etc. The Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, Trustee shall be indemnified, defended and held harmless indemnified by BACI (on behalf of itself and the Holders) Grantors from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, commenced or threatened, or any claims whatsoever) (the "Indemnified Claims") arising out of, in connection with, of or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunderhereunder, except to the extent such loss, liability, claim, damage or expense is Indemnified Claims are caused by or results result from the Trustee's malfeasance gross negligence or willful misconduct (as determined by a final and unappealable order of a court of competent jurisdiction). BACI agrees on behalf of itself and the Holders that it will indemnify, defend and hold harmless the Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, from and against any Indemnified Claims. BACI's The Grantors' obligation hereunder shall survive the transfer of all or any portions of its their respective shares and interestsinterests in the trust assets, the termination of the voting trust created hereintrust, or the resignation, resignation or removal or other cessation of service of the Trustee. The Trustee, as such and in its individual capacity, Trustee shall be entitled to the prompt reimbursement from BACI by the Grantors for its the Trustee's out-of-pocket expenses (including, without limitation, including reasonable attorneys' fees and expenses) incurred in investigating, preparing for or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunderhereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to return any such reimbursement insofar as if it is subsequently determined by a final and unappealable order of a court of competent jurisdiction to have been incurred by that the Trustee as a result of the Trustee's malfeasance was grossly negligent or engaged in willful misconduct in the matter in question. Such expenses payable under this Section 22 shall be prorated among the Holders in accordance with their respective interests in the Shares then deposited hereunder. If a claim under this Section 22 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the Trustee, as such and in its individual capacity, shall be entitled to be paid also the expense of prosecuting such claims, including reasonable attorney's fees. The Trustee is authorized and empowered to construe this Agreement and its construction of the same, made in good faith, shall be final, conclusive, and binding upon all Holders and all other parties interested. The Trustee may, in its discretion, consult with counsel to be selected and employed by it, and the reasonable fees and expenses of such counsel shall be an expense for which the Trustee, as such and in its individual capacity, is entitled to reimbursement under this Agreement. The Trustee hereby accepts the voting trust created hereby and agrees to perform its obligations expressly required hereunder to be performed by the Trustee, but assumes no other obligations and shall have no responsibility (and no personal liability) for the management of the Corporation or for any action taken by it, by any person elected as a director of the Corporation or by the Corporation pursuant to any vote cast or consent given by the Trustee. The Trustee, whether or not acting upon the advice of counsel, shall incur no personal liability to any person or entity because of any error of law or fact, mistake of judgment or any matter or thing done or omitted under this Agreement, except for its own malfeasance. Anything done or suffered in good faith by the Trustee in accordance with the advice of counsel chosen as indicated above or in good faith reliance on the provisions of this Agreement shall be conclusive in favor of the Trustee against the Holders and any other interested party and shall give rise to no personal liability on the part of the Trustee. The Trustee shall not be personally liable in any event for acts or defaults of any other trustee or trustees (under this or any other voting trust of the Corporation's securities) or for acts or defaults of any employee, agent, proxy or attorney-in-fact of any other trustee or trustees. The Trustee shall be fully protected and free from personal liability in relying or acting upon any notice, request, consent, certificate, declaration, guarantee, affidavit or other paper or document or signature reasonably believed by it to be genuine and to have been signed by the proper party or parties or by the party or parties purporting to have signed the same. No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 23.

Indemnity, Etc. The Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, shall be indemnified, defended and held harmless by BACI (on behalf of itself and the Holders) Holders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, commenced or threatened, or any claims whatsoever) (the "“Indemnified Claims"”) arising out of, in connection with, or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee's malfeasance ’s negligence, willful misconduct or malfeasance, misfeasance or dereliction of duty (as determined by a final and unappealable order of a court of competent jurisdiction). BACI agrees on behalf of itself and the The Holders that it will indemnify, defend and hold harmless the Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, from and against any Indemnified Claims. BACI's obligation The Holders’ obligations hereunder shall survive the transfer of all or any portions of its respective shares and interests, the termination of the voting trust created herein, or the resignation, removal or other cessation of service of the Trustee. The Trustee, as such and in its individual capacity, shall be entitled to the prompt reimbursement from BACI the Holders (each in proportion to the number of Shares subject to this Agreement held by each) for its out-of-pocket expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred in investigating, preparing for or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to return such reimbursement insofar as it is subsequently determined by a final and unappealable order of a court of competent jurisdiction to have been incurred by the Trustee as a result of the Trustee's malfeasance ’s negligence, willful misconduct or malfeasance, misfeasance or dereliction of duty in the matter in question. Such expenses payable under this Section 22 shall be prorated among the Holders in accordance with their respective interests in the Shares then deposited hereunder. If a claim under this Section 22 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the Trustee, as such and in its individual capacity, shall be entitled to be paid also the expense of prosecuting such claims, including reasonable attorney's ’s fees. The Trustee is authorized and empowered to construe this Agreement and its construction of the same, made in good faith, shall be final, conclusive, and binding upon all Holders and all other parties interested. The Trustee may, in its discretion, consult with counsel to be selected and employed by it, and the reasonable fees and expenses of such counsel shall be an expense for which the Trustee, as such and in its individual capacity, is entitled to reimbursement under this Agreement. The Trustee hereby accepts the voting trust created hereby and agrees to perform its obligations expressly required hereunder to be performed by the Trustee, but assumes no other obligations and shall have no responsibility (and no personal liability) for the management of the Corporation or for any action taken by it, by any person elected as a director of the Corporation or by the Corporation pursuant to any vote cast or consent given by the Trustee. The Trustee, whether or not acting upon the advice of counsel, shall incur no personal liability to any person or entity because of any error of law or fact, mistake of judgment or any matter or thing done or omitted under this Agreement, except for its own negligence, willful misconduct or malfeasance, misfeasance or dereliction of duty. Anything done or suffered in good faith by the Trustee in accordance with the advice of counsel chosen as indicated above or in good faith reliance on the provisions of this Agreement shall be conclusive in favor of the Trustee against the Holders and any other interested party and shall give rise to no personal liability on the part of the Trustee. The Trustee shall not be personally liable in any event for acts or defaults of any other trustee or trustees (under this or any other voting trust of the Corporation's ’s securities) or for acts or defaults of any employee, agent, proxy or attorney-in-fact of any other trustee or trustees. The Trustee shall be fully protected and free from personal liability in relying or acting upon any notice, request, consent, certificate, declaration, guarantee, affidavit or other paper or document or signature reasonably believed by it to be genuine and to have been signed by the proper party or parties or by the party or parties purporting to have signed the same. No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 23.

Indemnity, Etc. The TrusteeXxx Xxxxxxx, as such and in its individual capacityxx xxxx xxx xx xxx xxxxxidual caxxxxxx, and its directorsxxx xxs direcxxxx, officersxxxxxxxx, employees and agents, shall be indemnified, defended and held harmless by BACI (on behalf of itself and the Holders) from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, commenced or threatened, or any claims whatsoever) (the "“Indemnified Claims"”) arising out of, in connection with, or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee's ’s malfeasance (as determined by a final and unappealable order of a court of competent jurisdiction). BACI agrees on behalf of itself and the Holders that it will indemnify, defend and hold harmless the Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, from and against any Indemnified Claims. BACI's ’s obligation hereunder shall survive the transfer of all or any portions of its respective shares and interests, the termination of the voting trust created herein, or the resignation, removal or other cessation of service of the Trustee. The Trustee, as such and in its individual capacity, shall be entitled to the prompt reimbursement from BACI for its out-of-pocket expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred in investigating, preparing for or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to return such reimbursement insofar as it is subsequently determined by a final and unappealable order of a court of competent jurisdiction to have been incurred by the Trustee as a result of the Trustee's ’s malfeasance in the matter in question. Such expenses payable under this Section 22 shall be prorated among the Holders in accordance with their respective interests in the Shares then deposited hereunder. If a claim under this Section 22 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the Trustee, as such and in its individual capacity, shall be entitled to be paid also the expense of prosecuting such claims, including reasonable attorney's ’s fees. The Trustee is authorized and empowered to construe this Agreement and its construction of the same, made in good faith, shall be final, conclusive, and binding upon all Holders and all other parties interested. The Trustee may, in its discretion, consult with counsel to be selected and employed by it, and the reasonable fees and expenses of such counsel shall be an expense for which the Trustee, as such and in its individual capacity, is entitled to reimbursement under this Agreement. The Trustee hereby accepts the voting trust created hereby and agrees to perform its obligations expressly required hereunder to be performed by the Trustee, but assumes no other obligations and shall have no responsibility (and no personal liability) for the management of the Corporation or for any action taken by it, by any person elected as a director of the Corporation or by the Corporation pursuant to any vote cast or consent given by the Trustee. The Trustee, whether or not acting upon the advice of counsel, shall incur no personal liability to any person or entity because of any error of law or fact, mistake of judgment or any matter or thing done or omitted under this Agreement, except for its own malfeasance. Anything done or suffered in good faith by the Trustee in accordance with the advice of counsel chosen as indicated above or in good faith reliance on the provisions of this Agreement shall be conclusive in favor of the Trustee against the Holders and any other interested party and shall give rise to no personal liability on the part of the Trustee. The Trustee shall not be personally liable in any event for acts or defaults of any other trustee or trustees (under this or any other voting trust of the Corporation's ’s securities) or for acts or defaults of any employee, agent, proxy or attorney-in-fact of any other trustee or trustees. The Trustee shall be fully protected and free from personal liability in relying or acting upon any notice, request, consent, certificate, declaration, guarantee, affidavit or other paper or document or signature reasonably believed by it to be genuine and to have been signed by the proper party or parties or by the party or parties purporting to have signed the same. No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 23.