Common use of Trustee Indemnification Clause in Contracts

Trustee Indemnification. The Company covenants and agrees that the Trustee, its directors, officers, employees and agents (the "Indemnified Parties") will at all times be indemnified and saved harmless by the Company from and against all claims, demands, losses, actions, causes of action, suits, proceedings, costs, charges, expenses, assessments, judgements, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties contemplated hereby, expert consultation and legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Trustee's duties and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security or any other services that the Trustee may provide in connection with or in any way relating to this Indenture. The foregoing provisions of this Section do not apply to the extent that in any circumstances there has been negligence, fraud or wilful misconduct of the Indemnified Parties or there has been a failure by the Indemnified Parties to act honestly and in good faith to discharge the Trustee's obligations under Section 13.11. The Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee.

Trustee Indemnification. The Company covenants and agrees In the event that any suit, action or proceeding is brought against the Trustee, its directors, officers, employees and agents (Trust Fund or the "Indemnified Parties") will at all times be indemnified and saved harmless by the Company from and against all claims, demands, losses, actions, causes of action, suits, proceedings, costs, charges, expenses, assessments, judgements, damages and liabilities whatsoever arising Trustees in connection with this Indenture, including, without limitation, those any matter arising out of the administration of the Trust Fund or related to actions taken or omitted to be taken by the Indemnified Parties contemplated hereby, expert consultation and legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with any action or omission of the enforcement of this indemnityTrustees, which the Indemnified PartiesTrust Fund shall have the power and authority to represent the Trustees or the Trust Fund, or any both of them, may suffer in any suit, action or incurproceeding, whether at law and any loss, liability, or penalty resulting from such suit or proceeding, and the cost of defending any such suit, action, or proceeding, including attorney’s fees and all other costs, shall be paid from the Trust Fund as long as the Trustees have acted in equitygood faith and not with gross negligence, bad faith, or willful misconduct, it being the intent to indemnify the Trustees against all honest mistakes in judgment and all acts or omissions that are not deliberate or willful violations of the duties of the Trustees or otherwise a breach of its fiduciary obligations under XXXXX. The Trustees shall not be entitled to indemnity from the Trust Fund, however, in any way caused by case in which the Trustees are guilty of gross negligence, willful misconduct or arisinga breach of its fiduciary obligations. In addition, directly the Trustees shall have the right to commence and prosecute in the name of the Trust Fund such suits, actions or indirectlyproceedings as seem to it, in respect of any actits sole discretion and judgment, deed, matter or thing whatsoever made, done, acquiesced necessary and proper in or omitted in or about or in relation order to protect the execution interests of the Trustee's duties Trust Fund, including but not limited to, a request for judicial settlement of its accounts, a suit for collection of delinquent Employer contributions, a suit for construction, or a bill of interpleader, and, in this connection, the Trustees shall have the same rights to indemnification concerning the prosecution of such suit as heretofore described in defending lawsuits. The Trustees may obtain and including any deed, matter or thing in relation to maintain insurance policies for the registration, perfection, release or discharge of security Trustees or any other services that fiduciary to cover liability or losses occurring by reason of their errors and omissions and the Trustee cost of such insurance may provide in connection with or in any way relating to this Indenture. The foregoing provisions of this Section do not apply be paid from the Trust Fund provided such insurance shall permit recourse by the insurer against the fiduciary to the extent that in required by XXXXX. The terms of this Agreement to defend, indemnify, and insure the Trustee shall supersede and take precedence over any circumstances there has been negligencesimilar defense, fraud indemnification, or wilful misconduct insurance provisions available to the Trustee from the employer, management association, or union which appointed the Trustee respectively, and it shall be the obligation of the Indemnified Parties or there has been a failure by Trust Fund to defend, indemnify, and insure the Indemnified Parties to act honestly individual Trustee irrespective of and in good faith to discharge notwithstanding the Trustee's obligations under Section 13.11. The Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness provisions of any representations of any third parties and regardless of any liability of third parties other indemnification provisions or insurance agreements available to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee.

Trustee Indemnification. The Company covenants Lenders shall reimburse and agrees that the Trustee, its directors, officers, employees indemnify and agents (the "Indemnified Parties") will at all times be indemnified protect and saved save harmless by the Company Trustee from and against any and all losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, losses, actions, causes of action, suits, proceedings, costs, charges, disbursements and expenses, assessmentsincluding taxes and counsel fees, judgementsand including tort claims for which Trustee is strictly liable, damages which may be asserted against or incurred by reason of the Bank being or having been Trustee under the Trust Agreement and liabilities whatsoever arising in connection with this Indenturethe other Operative Documents or acting hereunder or under the Operative Documents or the performance or enforcement of any of the terms hereof, including, without limitation, those or arising out of or related relating to actions taken this Agreement or omitted to be taken by the Indemnified Parties contemplated hereby, expert consultation Operative Documents or the Equipment or the Rent and legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Partiesother sums payable therefor, or any of themthe manufacture, may suffer purchase, installation, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution other disposition of the Trustee's duties and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security or any other services that the Trustee may provide in connection with Equipment or in any way relating to or arising out of the Trust Estate or the action or the inaction of the Bank or Trustee hereunder or by reason of any occurrence while so acting; provided, that the Lenders shall not be so obligated in respect of any such losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and counsel fees pursuant to this IndentureSection 9.8, arising from or as a result of (a) the willful misconduct or gross negligence of the Bank or Trustee, or the negligence of the Bank or Trustee in the handling of funds, (b) any taxes on, with respect to or measured by any amounts paid to the Bank as compensation for services or otherwise under the Operative Documents, or (c) the inaccuracy of representations and warranties made by the Bank in the Operative Documents or in any certificate or document delivered pursuant thereto; and, provided, further, that neither the Bank nor Trustee shall make any claim under this Section 9.8 for any claim or expense indemnified against by Lessees under Section 9.1 without first making demand on Lessees for payment of such claim or expense. The foregoing provisions of this Section do not apply to 9.8 shall continue in force and effect notwithstanding the extent that in any circumstances there has been negligence, fraud or wilful misconduct termination of the Indemnified Parties or there has been a failure by the Indemnified Parties to act honestly and in good faith to discharge the Trustee's obligations under Section 13.11. The Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified PartiesTrust, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of Trustee or the Trusteeobligation of any other party to any Operative Document to make any payment to Trustee which a Lender is required to make pursuant to this Section 9.8; provided that such provisions shall apply to such Lenders only for claims arising during the period in which such Lender’s Note remains outstanding. The obligations of the Lenders under this Section 9.8 shall be several and not joint and pro rata in accordance with their respective Loan Balances (and if a determination is to be made after all Loan Balances are paid, such determination shall be made based upon the Loan Balances immediately prior to final payment thereof).

Trustee Indemnification. The Company covenants shall at all times protect, indemnify and agrees that hold the Trustee, and its respective members, directors, officers, employees employees, attorneys and agents (the "Indemnified Parties") will at agents, harmless against any and all times be indemnified and saved harmless by the Company from and against all claims, demandsliability, losses, actionsdamages, costs, expenses, taxes, causes of action, suits, proceedingsclaims, costs, charges, expenses, assessments, judgements, damages demands and liabilities whatsoever judgments of any nature arising from or in connection with this Indenturethe Project or the financing of the Project, including, without limitation, those all claims or liability resulting from, arising out of or related to actions taken or omitted to be taken by the Indemnified Parties contemplated hereby, expert consultation and legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement acceptance or administration of the Bond Documents and any documents executed in connection therewith or the trusts thereunder or the performance of duties under the Bond Documents or any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project or the use thereof, including without limitation any lease thereof or assignment of its interest in this Agreement, such indemnification to include the reasonable costs and expenses of defending itself or investigating any claim of liability and other reasonable expenses and attorneys' fees incurred by the Trustee, and its respective members, directors, officers, employees, attorneys and agents, in connection therewith, provided that the benefits of this indemnitySection 8.7 shall not inure to any person other than the Trustee, which its respective members, directors, officers, employees, attorneys and agents, and provided further that such loss, damage, death, injury, claims, demands or causes shall not have resulted from the Indemnified Partiesgross negligence or willful misconduct of, the Trustee or any such members, directors, officers, employees, attorneys and agents. The obligations of them, may suffer the Company under this Section 8.7 shall survive the termination of this Agreement and the Indenture and the earlier removal or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution resignation of the Trustee's duties and including . Notwithstanding any deed, matter other provision of this Agreement or thing in relation the Indenture to the registrationcontrary, perfection, release the Company agrees (i) not to assert any claim or discharge of security institute any action or any other services that suit against the Trustee may provide or its employees arising from or in connection with or in any way relating to this Indenture. The foregoing provisions investment of this Section do not apply to the extent that in any circumstances there has been negligence, fraud or wilful misconduct of the Indemnified Parties or there has been a failure funds made by the Indemnified Parties to act honestly and Trustee in good faith as directed by a Company Representative, and (ii) to discharge indemnify and hold the Trustee's obligations under Section 13.11. The Company agrees that Trustee and its liability hereunder shall be absolute employees harmless against any liability, losses, damages, costs, expenses, causes of action, suits, claims, demands and unconditional regardless of the correctness judgments of any representations of nature arising from or in connection with any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trusteesuch investment.