Indemnification of Trustees. The Trustees shall be indemnified by, and receive reimbursement from, the Trust Estate against and from any and all liability, expense, claim, damage, or loss incurred by them individually or as Trustees in the administration of the Trust and the Trust Estate or any part or parts thereof, or in the doing of any act done or performed or omission occurring on account of their being Trustees, except (1) such liability, expense, claim, damage, or loss arising from their negligence, bad faith, or fraud, and (2) any loss resulting from Trustees’ expenses (direct or indirect) in carrying out the administrative tasks required hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.04 and 7.05 hereof. The Trustees shall have a lien upon the Trust Estate to secure them for such indemnification and reimbursement and for compensation to be paid to the Trustees. Except as provided in this Section 7.03, neither the Trustees nor any agent or employee of the Trustees shall be entitled to any reimbursement or indemnification from any Unit Owner for any liability, expense, claim, damage, or loss incurred by the Trustees or any such agent or employee; and the rights of the Trustees or any employee or agent of the Trustees to reimbursement and indemnification, if any, shall be limited solely to the Trust Estate, whether or not such reimbursement and indemnification shall be insufficient fully to reimburse or indemnify the Trustees or any such agent or employee.
Indemnification of Trustees. (1) Each Trustee shall be indemnified from the Trust Estate against any loss, liability, expense (including attorney's fees and costs), or damage which such Trustee may incur or sustain by reason of the fact that he/she/it is or was a Trustee of the Trust or performing any functions incidental to such services; provided, however, that the foregoing shall not relieve such person of liability for willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his/her/its office.
Indemnification of Trustees. Every Person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.
Indemnification of Trustees. Officers, etc. Subject to the limitations, if applicable, hereinafter set forth in this Section 8.4, the Trust shall indemnify (from the assets of one or more Series to which the conduct in question relates) each of its Trustees, officers, employees and agents (including Persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "Covered Person")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust; (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (iii) for a criminal proceeding, had reasonable cause to believe that his conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as "Disabling Conduct"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" o...
Indemnification of Trustees. The Trustees shall be indemnified, and may reimburse themselves out of the Trust Property, from and against any and all loss, liability, expense or damage which the Trustees may sustain in good faith and without willful misconduct, gross negligence or fraud in the exercise and performance of any of the powers and duties of the Trustees under this Trust Agreement.
Indemnification of Trustees. Each Trustee shall be indemnified by and re- ceive reimbursement from the Trust Estate against and from any and all loss, liability, expense or damage which such Trustee may incur or sustain, in good faith and without negligence, in the exercise and per- formance of any of the powers and duties of such Trustee under this Agreement. The Trustees shall have the right to purchase appropriate policies of liability insurance in coverages and such liability, claims or expenses which may be incurred in connection with their acting as Trustees. Without limiting the gene- rality of the foregoing, the Trustees shall be authorized and empowered to implement indemnification provisions to the fullest extent permitted under the laws of the State of Delaware as in effect from time to time providing for indemnification to officers or directors of corporations incorporated in that State, whether or not such indemnification or authorization is specifically set forth herein, subject to such limita- tions, if any, as may be imposed by the laws of the State of Delaware upon indemnification of trustees.
Indemnification of Trustees. Xxxxx Fargo Funds shall indemnify, --------------------------- defend and hold harmless Coventry, its officers, trustees, employees and agents against all losses, claims, demands, liabilities and expenses, including reasonable legal and other expenses incurred in defending claims or liabilities, whether or not resulting in any liability of Coventry, its officers, trustees, employees or agents, arising out of our based on (i) any material breach by Xxxxx Fargo Funds of any of its representations, warranties or agreements set forth in this Agreement, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement on Form N- 1A or Form N-14 for Xxxxx Fargo Funds that is used in connection with the Reorganization (except to the extent that information for a Form N-14 registration statement was provided by or on behalf of Coventry). Xxxxx Fargo Funds also agrees that it will assume all liabilities and obligations of Coventry relating to any obligation of Coventry to indemnify its current and former Trustees and officers, acting in their capacities as such, to the fullest extent permitted by law and Coventry's Declaration of Trust, as in effect as of the date of this Plan. Xxxxx Fargo Funds also agrees that all rights to indemnification and all limitations of liability existing in favor of the current and former Trustees and officers, acting in their capacities as such, under Coventry's Declaration of Trust as in effect as of the date of this Plan shall survive the Reorganizations and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against Xxxxx Fargo Funds, its successors and assigns.
Indemnification of Trustees. Nothing in this Trust Agreement shall preclude the Company and/or OSM from indemnifying or providing fiduciary or other liability insurance coverage to any Company Trustee or preclude the USWA from indemnifying or providing fiduciary or other liability insurance coverage to any USWA Trustee.
Indemnification of Trustees. The Trust shall indemnify each of its Trustees and officers (each hereafter referred to as a “Covered Person”) against any and all liabilities and expenses actually and reasonably incurred by the Covered Person in any Proceeding in which the Covered Person may be or may have been involved as a party or otherwise or with which the Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a trustee of the Trust or by reason of his or her being or having been a Covered Person, except with respect to any matter as to which the Covered Person shall have been finally adjudicated in a decision on the merits in a relevant Proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and except that the Covered Person shall not be indemnified against any liability to the Trust to which the Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust may, by written agreement, undertake to cause certain expenses incurred by any such Covered Person to be paid from time to time by the Trust in advance of the final disposition of any such Proceeding in accordance with guidance issued by the Securities and Exchange Commission and as described in the applicable Indemnification Agreement.
Indemnification of Trustees. OFFICERS, EMPLOYEES AND OTHER AGENTS
