Common use of Liability of Depositor and Indemnification Clause in Contracts

Liability of Depositor and Indemnification. (a) The Depositor shall not be under any liability to any Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any Bonds, provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel, the Evaluator or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Unitholder, the Evaluator or the Trustee other than as expressly provided for herein. (b) Each Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such Trust Fund other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest and Principal Accounts of such Trust Fund. (c) None of the provisions of this Agreement shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's reckless disregard of its obligations and duties under this Agreement.

Liability of Depositor and Indemnification. (a) The Depositor shall not be under any liability to any Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel, the Evaluator or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Unitholder, the Evaluator or the Trustee other than as expressly provided for herein. (b) Each Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such Trust Fund other than by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, providedPROVIDED, howeverHOWEVER, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Capital Accounts of such Trust Fund. (c) None of the provisions of this Agreement shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's reckless disregard of its obligations and duties under this Agreement.

Liability of Depositor and Indemnification. (a1) The Depositor shall not be under any liability to any the Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementIndenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, provided, however, that this provision shall not protect the Depositor against any liability to which it they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its their duties or by reason of its their reckless disregard of its their obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it them by the Trustee, the Trustee's ’s counsel, bond counsel, the Evaluator or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty duty, or obligation to any Unitholder, the Evaluator or the Trustee other than as expressly provided for herein. (ba) Each The Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such the Trust Fund other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its their reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its their opinion may involve it them in any expense or liability, provided, however, that the Depositor may in its discretion undertake any such action which it they may deem necessary or desirable in respect of this Agreement Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Accounts of such Trust Fundas provided by Section 3.5. (cb) None of the provisions of this Agreement Indenture shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's ’s reckless disregard of its obligations and duties under this AgreementIndenture. (c) Notwithstanding the discharge of the Depositor of the Trust, the Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under the Agreement by the Depositor before the date of such discharge or by the undischarged Depositor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.

Liability of Depositor and Indemnification. (a) The Depositor shall not be under any liability to any Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel, the Evaluator or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Unitholder, the Evaluator or the Trustee other than as expressly provided for herein. (b) Each Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such Trust Fund other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Capital Accounts of such Trust Fund. (c) None of the provisions of this Agreement shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's reckless disregard of its obligations and duties under this Agreement. (d) The Depositor may employ agents in connection with its duties under Sections 3.11 and 3.13 hereof and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust Fund, provided, however, that the amount of such reimbursement in any year (1) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (2) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (i) all compensation received by such agent from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates and (ii) the amount payable to the Depositor from the Trust Fund and from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph.

Liability of Depositor and Indemnification. (a1) The Depositor shall not be under any liability to any the Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementIndenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, provided, however, that this provision shall not protect the Depositor against any liability to which it they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its their duties or by reason of its their reckless disregard of its their obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it them by the Trustee, the Trustee's ’s counsel, the Evaluator bond counsel or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty duty, or obligation to any Unitholder, the Evaluator Unitholder or the Trustee other than as expressly provided for herein. (ba) Each The Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such the Trust Fund other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its their reckless disregard of its obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its their opinion may involve it them in any expense or liability, provided, however, that the Depositor may in its discretion undertake any such action which it they may deem necessary or desirable in respect of this Agreement Indenture and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Accounts of such Trust Fundas provided by Section 3.5. (cb) None of the provisions of this Agreement Indenture shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's ’s reckless disregard of its obligations and duties under this AgreementIndenture. (c) Notwithstanding the discharge of the Depositor of the Trust, the Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under the Agreement by the Depositor before the date of such discharge or by the undischarged Depositor before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.

Liability of Depositor and Indemnification. (a) The Depositor shall not be under any liability to any Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel, the Evaluator or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Unitholder, the Evaluator or the Trustee other than as expressly provided for herein. (b) Each Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such Trust Fund other than by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Capital Accounts of such Trust Fund. (c) None of the provisions of this Agreement shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's reckless disregard of its obligations and duties under this Agreement. (d) The Depositor may employ agents in connection with its duties under Section 3.11 and 3.13 hereof and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust Fund, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust Fund and from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph.

Liability of Depositor and Indemnification. (a) The Depositor shall not be under any liability to any Trust Fund or the Unitholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel, the Evaluator or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Unitholder, the Evaluator or the Trustee other than as expressly provided for herein. (b) Each Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such Trust Fund other than by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability, providedPROVIDED, howeverHOWEVER, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Unitholders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Capital Accounts of such Trust Fund. (c) None of the provisions of this Agreement shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders to which the Depositor would otherwise be subject by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Depositor's reckless disregard of its obligations and duties under this Agreement.

Liability of Depositor and Indemnification. (a) The No Depositor shall not be under any liability to any other Depositor, the Trust Fund or the Unitholders Unit Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementIndenture, or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any BondsSecurities, provided, however, that this provision shall not protect the Depositor against any liability to which it they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its their duties or by reason of its their reckless disregard of its their obligations and duties hereunder. The Depositor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it them by the Trustee, the Trustee's counsel, the Evaluator counsel or any other person for any matters arising hereunder. The Depositor shall in no event be deemed to have assumed or incurred any liability, duty duty, or obligation to any Unitholder, the Evaluator Unit Holder or the Trustee other than as expressly provided for herein. (b) Each The Trust Fund shall pay and hold the Depositor harmless from and against any loss, liability or expense incurred in acting as Depositor of such the Trust Fund other than by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of its their duties or by reason of its the reckless disregard of its their obligations and duties hereunder, including the costs and expenses of the defense against any claim or liability in the premises. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action which in its their opinion may involve it them in any expense or liability, provided, however, that the Depositor may may, in its discretion their discretion, undertake any such action which it they may deem necessary or desirable in respect of this Agreement Indenture and the rights and duties of the parties hereto and the interests of the Unitholders Unit Holders hereunder and, in such event, the legal expenses and costs of any such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund concerned and shall be paid directly by the Trustee out of the Interest Income and Principal Accounts of such Trust Fundas provided by Section 3.5. (c) None of the provisions of this Agreement Indenture shall be deemed to protect or purport to protect the Depositor against any liability to the Trust Fund or to the Unitholders Unit Holders to which the Depositor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its their duties, or by reason of the Depositor's reckless disregard of its their obligations and duties under this AgreementIndenture.