Common use of Protection of the Trustee Clause in Contracts

Protection of the Trustee. (a) The Company 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/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 and its Affiliates agree 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, 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.