Common use of Lack of Adjudication Clause in Contracts

Lack of Adjudication. Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee either (a) did not act in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust or (b) is liable by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office, indemnification shall be provided if (x) approved as in the best interest of the Trust, after notice that it involves such indemnification, by at least a majority of the Independent Trustees acting on the matter (provided that a majority of such Independent Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office, or (y) there has been obtained an opinion in writing of Independent Counsel, based upon a review of readily available facts (as opposed to a full trial-type inquiry), to the effect that the Trustee appears to have acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office.

Lack of Adjudication. Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee either (a) did not act in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust or (b) is liable by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office, indemnification shall be provided if (x) approved as in the best interest of the Trust, after notice that it involves at a meeting called for the purpose of considering such indemnification, by at least a majority of the Independent Trustees acting on the matter (provided that a majority of such Independent Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) ), that the Trustee acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office, or (y) there has been obtained an opinion in writing of Independent Counsel, based upon a review of readily available facts (as opposed to a full trial-type inquiry), to the effect that the Trustee appears to have acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office.

Lack of Adjudication. Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee either (a) did not act in good faith in the reasonable belief that the Trustee’s 's action was in the best interests of the Trust Fund or (b) is liable by reason of the Trustee’s 's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s 's office, indemnification shall be provided if (x) approved as in the best interest of the TrustFund, after notice that it involves such indemnification, by at least a majority of the Independent Trustees acting on the matter (provided that a majority of such Independent Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee acted in good faith in the reasonable belief that the Trustee’s 's action was in the best interests of the Trust Fund and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s 's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s 's office, or (y) there has been obtained an opinion in writing of Independent Counsel, based upon a review of readily available facts (as opposed to a full trial-type inquiry), to the effect that the Trustee appears to have acted in good faith in the reasonable belief that the Trustee’s 's action was in the best interests of the Trust Fund and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s 's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s 's office.

Lack of Adjudication. Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee Indemnitee either (a) did not act in good faith in the reasonable belief that the TrusteeIndemnitee’s action was in the best interests of the Trust Company or (b) is liable by reason of the TrusteeIndemnitee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the TrusteeIndemnitee’s office, indemnification shall be provided if (x) approved as in the best interest of the TrustCompany, after notice that it involves such indemnification, by at least a majority of the Independent Trustees Directors acting on the matter (provided that a majority of such Independent Trustees Directors then in office act on the matter), upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust and ), that such indemnification would not protect the Trustee Indemnitee against any liability to which the Trustee Indemnitee would otherwise be subject by reason of the TrusteeIndemnitee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the TrusteeIndemnitee’s office, or (y) there has been obtained an opinion in writing of Independent Counsel, based upon a review of readily available facts (as opposed to a full trial-type inquiry), to the effect that the Trustee appears to have acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust and that such indemnification would not protect the Trustee Indemnitee against any liability to which the Trustee Indemnitee would otherwise be subject by reason of the TrusteeIndemnitee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the TrusteeIndemnitee’s office.

Lack of Adjudication. Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee either (a) did not act in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust Fund or (b) is liable by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office, indemnification shall be provided if (x) approved as in the best interest of the TrustFund, after notice that it involves such indemnification, by at least a majority of the Independent Trustees acting on the matter (provided that a majority of such Independent Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Trustee acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust Fund and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office, or (y) there has been obtained an opinion in writing of Independent Counsel, based upon a review of readily available facts (as opposed to a full trial-type inquiry), to the effect that the Trustee appears to have acted in good faith in the reasonable belief that the Trustee’s action was in the best interests of the Trust Fund and that such indemnification would not protect the Trustee against any liability to which the Trustee would otherwise be subject by reason of the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office.