Common use of Standard for Indemnification Clause in Contracts

Standard for Indemnification. Subject to the limitations in Section 5 of this Agreement, if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Trust shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established that the act or omission of Indemnitee giving rise to the Proceeding was the result of gross negligence or intentional misconduct.

Standard for Indemnification. Subject to the limitations in Section 5 of this Agreement, if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Trust Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established that the act or omission of Indemnitee giving rise to the Proceeding was the result of gross negligence or intentional misconduct.