Fiduciary Damages Sample Clauses

Fiduciary Damages. Fiduciary Damages shall include damages awarded by a court of competent jurisdiction to a Participant arising from or due to the PACE's arbitrary, capricious, or other behavior constituting a breach of its fiduciary duty. As such, The Phia Group, when acting as the PACE and a fiduciary in that limited role, shall indemnify Client: (1) only to the extent that the liability underlying a final judgment or award is determined to be the direct consequence of arbitrary or capricious conduct, intentional wrongdoing, bad faith, criminal conduct or fraud that is solely attributable to The Phia Group; and (2) only if Client incur(s) losses that it would not have incurred but-for such conduct by The Phia Group. Fiduciary Damages shall include all attorney's fees incurred by The Phia Group acting as the PACE, as well as those attorney's fees incurred by Client in connection with a Second Level Post-Service Final Appeal referred to the PACE for the purpose of issuing a Directive, if such attorneys are retained by The Phia Group and/or if a court of competent jurisdiction determines with finality that such fees and costs are to be paid by The Phia Group. Fiduciary Damages shall also include other fees, costs and expenses resulting from the investigation, adjudication, and defense of a Directive issued by the PACE.