Common use of PERSONAL LIABILITY AND INDEMNIFICATION Clause in Contracts

PERSONAL LIABILITY AND INDEMNIFICATION. (a) Except as provided in Section 5(g), neither the Directors nor any individual Director shall be personally answerable or personally liable for any liabilities or debts of the Plan contracted or incurred by them as such Directors, or for the non-fulfillment of contracts or any other liability of any other kind which the Directors or any of them may incur hereunder, including legal fees and other expenses of litigation incurred in defending against any asserted liability, debt or nonfulfillment of contract (collectively, “Liabilities”). Liabilities shall also include, without limitation, liabilities arising from a Director’s error of judgment or any loss arising out of any act or omission by a Director or of any agent or attorney elected or appointed by or acting for the Directors in the execution of a Director’s duties with respect to the Plan (whether performed at the request of the Directors or not). All such Liabilities shall be paid out of the Plan and the Plan is hereby charged with a first lien in favor of such Director or Directors, for his or their security and indemnification. Except as provided in Section 5(g), the Plan shall indemnify the Directors against any and all such Liabilities. (b) The Directors shall have the power to and may in their discretion pay legal fees and other expenses of litigation incurred by any Director in defending a civil or criminal action, suit or proceeding against him as such fees and expenses are incurred in advance of the final disposition of such action, suit or proceeding. The Directors may authorize payment of such fees if the Directors determine that such Director acted in good faith within what he reasonably believed to be the scope of his duties or authority, and upon receipt of an undertaking, by or on behalf of the Director, to repay all amounts so advanced unless it shall ultimately be determined that he is entitled to be indemnified by the Plan as authorized in this Section 5. The foregoing provisions of this Section 5 shall be applicable as well to any officer or employee of the Plan to whom the Directors in their discretion shall extend the benefits hereof. (c) The Directors shall purchase Errors and Omissions Insurance for the purpose of obtaining indemnity against liability of any kind arising out of acts or omissions of such Directors, including legal fees and other expenses of litigation which the Directors or any of them may incur; provided, however, that such Errors and Omissions Insurance shall not protect any Director from liability arising out of his own willful misconduct, bad faith or gross negligence; and provided further, however, that such Errors and Omissions Insurance shall permit recourse by the insurer against a Director or Directors in the case of a breach of fiduciary obligation by such Director or Directors. The Directors are authorized to cause the Trustee to pay the premiums for such Errors and Omissions Insurance from the assets of the Trust. Notwithstanding the previous two sentences, the Directors in their individual capacity are authorized, for the appropriate 39 Section ADDED 12/22/16 (Amendment CXXVII), retroactively effective 8/1/15. 40 Section AMENDED 11/3/72 (Amendment XXI) Section AMENDED 8/28/02 (Amendment LXXI) Agreement and Declaration of Trust (Inclusive of Amendments I through CXXXVI) additional payment which is not paid from the assets of the Trust, to obtain a nonrecourse endorsement on such Errors and Omissions Insurance. (d) Notwithstanding anything otherwise contained in this agreement, with respect to any matter which calls for notice to the Directors hereunder, the Directors shall have no obligation with regard to any action or nonaction as to such matter until and unless such notice is received by them. (e) The Directors shall be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and the accuracy of the statements therein contained. (f) The Directors may from time to time consult with the Plan's legal counsel and shall be fully protected in acting upon the advice of such counsel. (g) Nothing herein shall exempt any Director from liability arising out of his own willful misconduct, bad faith or gross negligence, nor entitle such Director to indemnification for any amounts paid or incurred as a result thereof. In addition, nothing herein shall be construed as relieving any fiduciary from responsibility or liability for any responsibility, obligation or duty under Part 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974. This Section shall be construed to mean that no Director or other fiduciary shall be liable or responsible for his own acts or omissions or for any act or omission of any other fiduciary, except as provided herein or as provided under applicable state or federal law.

PERSONAL LIABILITY AND INDEMNIFICATION. (a) Except as provided in Section 5(g), neither the Directors nor any individual Director shall be personally answerable or personally liable for any liabilities or debts of the Plan contracted or incurred by them as such Directors, or for the non-fulfillment of contracts or any other liability of any other kind which the Directors or any of them may incur hereunder, including legal fees and other expenses of litigation incurred in defending against any asserted liability, debt or nonfulfillment of contract (collectively, “Liabilities”). Liabilities shall also include, without limitation, liabilities arising from a Director’s error of judgment or any loss arising out of any act or omission by a Director or of any agent or attorney elected or appointed by or acting for the Directors in the execution of a Director’s duties with respect to the Plan (whether performed at the request of the Directors or not). All such Liabilities shall be paid out of the Plan and the Plan is hereby charged with a first lien in favor of such Director or Directors, for his or their security and indemnification. Except as provided in Section 5(g), the Plan shall indemnify the Directors against any and all such Liabilities. (b) The Directors shall have the power to and may in their discretion pay legal fees and other expenses of litigation incurred by any Director in defending a civil or criminal action, suit or proceeding against him as such fees and expenses are incurred in advance of the final disposition of such action, suit or proceeding. The Directors may authorize payment of such fees if the Directors determine that such Director acted in good faith within what he reasonably believed to be the scope of his duties or authority, and upon receipt of an undertaking, by or on behalf of the Director, to repay all amounts so advanced unless it shall ultimately be determined that he is entitled to be indemnified by the Plan as authorized in this Section 5. The foregoing provisions of this Section 5 shall be applicable as well to any officer or employee of the Plan to whom the Directors in their discretion shall extend the benefits hereof. (c) The Directors shall purchase Errors and Omissions Insurance for the purpose of obtaining indemnity against liability of any kind arising out of acts or omissions of such Directors, including legal fees and other expenses of litigation which the Directors or any of them may incur; provided, however, that such Errors and Omissions Insurance shall not protect any Director from liability arising out of his own willful misconduct, bad faith or gross negligence; and provided further, however, that such Errors and Omissions Insurance shall permit recourse by the insurer against a Director or Directors in the case of a breach of fiduciary obligation by such Director or Directors. The Directors are authorized to cause the Trustee to pay the premiums for such Errors and Omissions Insurance from the assets of the Trust. Notwithstanding the previous two sentences, the Directors in their individual capacity are authorized, for the appropriate 39 Section ADDED 12/22/16 (Amendment CXXVII), retroactively effective 8/1/15. 40 Section AMENDED 11/3/72 (Amendment XXI) Section AMENDED 8/28/02 (Amendment LXXI) Agreement and Declaration of Trust (Inclusive of Amendments I through CXXXVICXXXV) additional payment which is not paid from the assets of the Trust, to obtain a nonrecourse endorsement on such Errors and Omissions Insurance. (d) Notwithstanding anything otherwise contained in this agreement, with respect to any matter which calls for notice to the Directors hereunder, the Directors shall have no obligation with regard to any action or nonaction as to such matter until and unless such notice is received by them. (e) The Directors shall be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and the accuracy of the statements therein contained. (f) The Directors may from time to time consult with the Plan's legal counsel and shall be fully protected in acting upon the advice of such counsel. (g) Nothing herein shall exempt any Director from liability arising out of his own willful misconduct, bad faith or gross negligence, nor entitle such Director to indemnification for any amounts paid or incurred as a result thereof. In addition, nothing herein shall be construed as relieving any fiduciary from responsibility or liability for any responsibility, obligation or duty under Part 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974. This Section shall be construed to mean that no Director or other fiduciary shall be liable or responsible for his own acts or omissions or for any act or omission of any other fiduciary, except as provided herein or as provided under applicable state or federal law.

PERSONAL LIABILITY AND INDEMNIFICATION. (a) Except as provided in Section 5(g), neither the Directors nor any individual Director shall be personally answerable or personally liable for any liabilities or debts of the Plan contracted or incurred by them as such Directors, or for the non-fulfillment of contracts or any other liability of any other kind which the Directors or any of them may incur hereunder, including legal fees and other expenses of litigation incurred in defending against any asserted liability, debt or nonfulfillment of contract (collectively, “Liabilities”). Liabilities shall also include, without limitation, liabilities arising from a Director’s error of judgment or any loss arising out of any act or omission by a Director or of any agent or attorney elected or appointed by or acting for the Directors in the execution of a Director’s duties with respect to the Plan (whether performed at the request of the Directors or not). All such Liabilities shall be paid out of the Plan and the Plan is hereby charged with a first lien in favor of such Director or Directors, for his or their security and indemnification. Except as provided in Section 5(g), the Plan shall indemnify the Directors against any and all such Liabilities. (b) The Directors shall have the power to and may in their discretion pay legal fees and other expenses of litigation incurred by any Director in defending a civil or criminal action, suit or proceeding against him as such fees and expenses are incurred in advance of the final disposition of such action, suit or proceeding. The Directors may authorize payment of such fees if the Directors determine that such Director acted in good faith within what he reasonably believed to be the scope of his duties or authority, and upon receipt of an undertaking, by or on behalf of the Director, to repay all amounts so advanced unless it shall ultimately be determined that he is entitled to be indemnified by the Plan as authorized in this Section 5. The foregoing provisions of this Section 5 shall be applicable as well to any officer or employee of the Plan to whom the Directors in their discretion shall extend the benefits hereof. (c) The Directors shall purchase Errors and Omissions Insurance for the purpose of obtaining indemnity against liability of any kind arising out of acts or omissions of such Directors, including legal fees and other expenses of litigation which the Directors or any of them may incur; provided, however, that such Errors and Omissions Insurance shall not protect any Director from liability arising out of his own willful misconduct, bad faith or gross negligence; and provided further, however, that such Errors and Omissions Insurance shall permit recourse by the insurer against a Director or Directors in the case of a breach of fiduciary obligation by such Director or Directors. The Directors are authorized to cause the Trustee to pay the premiums for such Errors and Omissions Insurance from the assets of the Trust. Notwithstanding the previous two sentences, the Directors in their individual capacity are authorized, for the appropriate 39 Section ADDED 12/22/16 (Amendment CXXVII), retroactively effective 8/1/15. 40 Section AMENDED 11/3/72 (Amendment XXI) Section AMENDED 8/28/02 (Amendment LXXI) Agreement and Declaration of Trust (Inclusive of Amendments I through CXXXVICXXX) additional payment which is not paid from the assets of the Trust, to obtain a nonrecourse endorsement on such Errors and Omissions Insurance. (d) Notwithstanding anything otherwise contained in this agreement, with respect to any matter which calls for notice to the Directors hereunder, the Directors shall have no obligation with regard to any action or nonaction as to such matter until and unless such notice is received by them. (e) The Directors shall be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and the accuracy of the statements therein contained. (f) The Directors may from time to time consult with the Plan's legal counsel and shall be fully protected in acting upon the advice of such counsel. (g) Nothing herein shall exempt any Director from liability arising out of his own willful misconduct, bad faith or gross negligence, nor entitle such Director to indemnification for any amounts paid or incurred as a result thereof. In addition, nothing herein shall be construed as relieving any fiduciary from responsibility or liability for any responsibility, obligation or duty under Part 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974. This Section shall be construed to mean that no Director or other fiduciary shall be liable or responsible for his own acts or omissions or for any act or omission of any other fiduciary, except as provided herein or as provided under applicable state or federal law.

PERSONAL LIABILITY AND INDEMNIFICATION. (a) Except as provided in Section 5(g), neither the Directors nor any individual Director shall be personally answerable or personally liable for any liabilities or debts of the Plan contracted or incurred by them as such Directors, or for the non-fulfillment of contracts or any other liability of any other kind which the Directors or any of them may incur hereunder, including legal fees and other expenses of litigation incurred in defending against any asserted liability, debt or nonfulfillment of contract (collectively, “Liabilities”). Liabilities shall also include, without limitation, liabilities arising from a Director’s error of judgment or any loss arising out of any act or omission by a Director or of any agent or attorney elected or appointed by or acting for the Directors in the execution of a Director’s duties with respect to the Plan (whether performed at the request of the Directors or not). All such Liabilities shall be paid out of the Plan and the Plan is hereby charged with a first lien in favor of such Director or Directors, for his or their security and indemnification. Except as provided in Section 5(g), the Plan shall indemnify the Directors against any and all such Liabilities. (b) The Directors shall have the power to and may in their discretion pay legal fees and other expenses of litigation incurred by any Director in defending a civil or criminal action, suit or proceeding against him as such fees and expenses are incurred in advance of the final disposition of such action, suit or proceeding. The Directors may authorize payment of such fees if the Directors determine that such Director acted in good faith within what he reasonably believed to be the scope of his duties or authority, and upon receipt of an undertaking, by or on behalf of the Director, to repay all amounts so advanced unless it shall ultimately be determined that he is entitled to be indemnified by the Plan as authorized in this Section 5. The foregoing provisions of this Section 5 shall be applicable as well to any officer or employee of the Plan to whom the Directors in their discretion shall extend the benefits hereof. (c) The Directors shall purchase Errors and Omissions Insurance for the purpose of obtaining indemnity against liability of any kind arising out of acts or omissions of such Directors, including legal fees and other expenses of litigation which the Directors or any of them may incur; provided, however, that such Errors and Omissions Insurance shall not protect any Director from liability arising out of his own willful misconduct, bad faith or gross negligence; and provided further, however, that such Errors and Omissions Insurance shall permit recourse by the insurer against a Director or Directors in the case of a breach of fiduciary obligation by such Director or Directors. The Directors are authorized to cause the Trustee to pay the premiums for such Errors and Omissions Insurance from the assets of the Trust. Notwithstanding the previous two sentences, the Directors in their individual capacity are authorized, for the appropriate 39 Section ADDED 12/22/16 (Amendment CXXVII), retroactively effective 8/1/15. 40 Section AMENDED 11/3/72 (Amendment XXI) Section AMENDED 8/28/02 (Amendment LXXI) Agreement and Declaration of Trust (Inclusive of Amendments I through CXXXVICXXXII) additional payment which is not paid from the assets of the Trust, to obtain a nonrecourse endorsement on such Errors and Omissions Insurance. (d) Notwithstanding anything otherwise contained in this agreement, with respect to any matter which calls for notice to the Directors hereunder, the Directors shall have no obligation with regard to any action or nonaction as to such matter until and unless such notice is received by them. (e) The Directors shall be fully protected in acting upon any instrument, certificate, or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and the accuracy of the statements therein contained. (f) The Directors may from time to time consult with the Plan's legal counsel and shall be fully protected in acting upon the advice of such counsel. (g) Nothing herein shall exempt any Director from liability arising out of his own willful misconduct, bad faith or gross negligence, nor entitle such Director to indemnification for any amounts paid or incurred as a result thereof. In addition, nothing herein shall be construed as relieving any fiduciary from responsibility or liability for any responsibility, obligation or duty under Part 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974. This Section shall be construed to mean that no Director or other fiduciary shall be liable or responsible for his own acts or omissions or for any act or omission of any other fiduciary, except as provided herein or as provided under applicable state or federal law.