Liability for Acts of Others. No Trustee shall be liable for the acts or omissions of a Member, the Custodian, the Administrator, the Investment Committee or any Investment Manager except with respect to any acts or omissions of any such party in which the Trustee participates knowingly or which the Trustee knowingly undertakes to conceal, and which the Trustee knows constitutes a breach of fiduciary responsibility of such party.
Liability for Acts of Others. The Trustee shall not be liable for the acts or omissions of the Employer, Recordkeeper, Plan Administrator, Investment Manager, Participants, Beneficiaries, Alternate Payees or any custodian (other than Sub-Custodian, provided that such liability will be limited to liability arising from those duties and responsibilities delegated to Sub-Custodian under the services agreement between Trustee and Sub- Custodian), except with respect to any acts or omissions of any such party in which the Trustee participates knowingly or which the Trustee knowingly undertakes to conceal, and which the Trustee knows constitutes a breach of fiduciary responsibility of such party.
Liability for Acts of Others. Without limiting the foregoing, PenChecks Trust shall not be responsible for any loss incurred by reason of any act or omission of any service provider selected by Sponsor, by any Plan Trustee or Plan Custodian, the Sponsor itself, or any fiduciary under the Plan and Sponsor agrees to hold PenChecks Trust harmless with respect thereto.
Liability for Acts of Others. The Trustee will not be liable for the acts or omissions of the Company, the Committee or any Independent Trustee except with respect to any acts or omissions of any such party in which the Trustee participates knowingly or that it knowingly undertakes to conceal and that it knows constitutes a breach of fiduciary responsibility of such party. Indemnification . Recognizing that engagements of the type contemplated in this Agreement can result in government investigations, litigation or other proceedings, the Company agrees to indemnify the Trustee and its directors, employees and officers against and from any and DB1/ 79841903.1 DB1/ 79841903.1 all claims, damages, expenses, liabilities and losses whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing for, defending or responding to discovery requests or other requests for information relating to any investigations, litigation, arbitration or other proceedings, commenced or threatened, or any claim whatsoever, whether or not resulting in any liability), to which any or all of them may become subject under any applicable federal or state law or otherwise relating to the Trustee’s duties as a trustee (including all events that occurred prior to the Trustee becoming a trustee or after the Trustee’s service as a trustee has terminated). However, the Trustee’s indemnification will not apply to any Non-Indemnity Loss. If the Trustee receives notice of a proceeding, the Trustee will notify the Company of the proceeding in writing within 30 days of its receipt of notice of the proceeding. However, the Trustee’s failure to so notify the Company will not relieve the Company from any liability for indemnification under this § 8.8 except to the extent that the failure to notify the Company actually prejudiced the Company’s defense of any proceeding. The Company will be entitled to assume the defense of the proceeding with legal counsel reasonably satisfactory to the Trustee or to otherwise participate in the proceeding. If the Company elects to assume the defense of the proceeding, it will pay all costs of defense. The Trustee will have the right to employ its own legal counsel in any proceeding if (a) the Company authorizes the Trustee’s employment of its own legal counsel, (b) the Trustee’s legal counsel advises it that there may be one or more legal defenses available to the Trustee that are in addition to or different from defenses available to the Company a...
