Common use of Protection of the Trustee Clause in Contracts

Protection of the Trustee. (a) The Company agrees to indemnify and hold harmless the Trustee from and against any and all damages, losses, claims or expenses as incurred (including expenses of investigation and fees and disbursements of counsel to the Trustee and any taxes imposed on the Trust Fund or income of the Trust) arising out of or in connection with the performance by the Trustee of its duties hereunder, except to the extent that any such damages, losses, claims or expenses result from the negligence or willful misconduct of the Trustee, its officers, employees or agents. (b) The Trustee shall incur no liability to any person in discharging its duties hereunder for any action taken or omitted in good faith in conformity with the terms of this Trust Agreement. Each direction, notice, request or approval provided (whether or not certified to the Trustee in writing) by the Company, the Pension Board, or the Committee, shall constitute a certification by the Company to the Trustee that such direction is in conformity with the terms of the Plan and applicable law. Under no circumstances shall the Trustee incur liability to any person for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, with respect to the Trust or its role as Trustee, except as otherwise required by ERISA or New York State law.

Protection of the Trustee. (a) The Company agrees and its Affiliates agree to indemnify and hold harmless the Trustee from and against any and all damages, losses, claims or expenses as incurred (including expenses of investigation and fees and disbursements of counsel to the Trustee and any taxes imposed on the Trust Fund or income of the Trust) arising out of or in connection with the performance by the Trustee of its duties hereunder, except to the extent that any such damages, losses, claims or expenses result from the negligence or willful misconduct of the Trustee, its officers, employees or agents. (b) The Trustee shall incur no liability to any person in discharging its duties hereunder for any action taken or omitted in good faith in conformity with the terms of this Trust Agreement. Each direction, notice, request or approval provided (whether or not certified to the Trustee in writing) by the Company, or the Pension Board, or the /Committee, shall constitute a certification by the Company to the Trustee that such direction is in conformity with the terms of the Plan and applicable law. Under no circumstances shall the Trustee incur liability to any person for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, with respect to the Trust or its role as Trustee, except as otherwise required by ERISA or New York State lawLaw.

Protection of the Trustee. (a) The Company agrees to shall pay and shall protect, indemnify and hold save harmless the Trustee and its officers, employees and agents from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, lossescosts and expenses (including, claims or expenses as incurred (including expenses of investigation and without limitation, attorneys’ fees and disbursements expenses) of counsel any nature arising from or relating to the Trustee and any taxes imposed on the Trust Fund action or income of the Trust) arising out of or in connection with the performance any failure to act by the Trustee Trustee, its officers, employees and agents or the transactions contemplated by this Trust Agreement, including, but not limited to, any claim made by a Participant or his beneficiary with respect to payments made or to be made by the Trustee, any claim made by the Company or its successor, whether pursuant to a sale of its duties hereunderassets, merger, consolidation, liquidation or otherwise, that this Trust Agreement is invalid or ultra xxxxx, except to the extent that any such damagesloss, lossesliability, claims action, suit, judgment, demand, damage, cost or expenses expense has been determined by final judgment of a court of competent jurisdiction to be the result from of the gross negligence or willful misconduct of the Trustee, its officers, employees or agents. (b) . To the extent that the Company has not fulfilled its obligations under the foregoing provisions of this Section, the Trustee shall be reimbursed out of the assets of the Trust Fund or may set up reasonable reserves for the payment of such obligations. The Trustee shall incur assumes no liability to any person in discharging its duties hereunder for any action taken obligation or omitted in good faith in conformity with the terms of this Trust Agreement. Each direction, notice, request or approval provided (whether or not certified to the Trustee in writing) by the Company, the Pension Board, or the Committee, shall constitute a certification by the Company to the Trustee that such direction is in conformity with the terms of the Plan and applicable law. Under no circumstances shall the Trustee incur liability to any person for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, responsibility with respect to the Trust or its role as Trustee, except as otherwise any action required by ERISA or New York State lawthis Trust Agreement on the part of the Company.