Common use of Indemnification of Trustees Clause in Contracts

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. The Trustees shall be indemnified by, and receive reimbursement fromPrior to any distribution of the Trust Balance in accordance with Section 6 hereof, the Trust Estate shall have indemnified and held harmless its present and future Trustees and all officers, employees and agents appointed by such Trustees, from and against and from any and all loss, liability, expenseexpenses including reasonable attorneys' fees, claimclaims, damagejudgments, fines and amounts paid in settlement thereof, actually suffered or loss incurred by them individually such person as a result of, in connection with or as Trustees arising from or out of any acts or any omissions in the administration of the Trust exercise and the Trust Estate or any part or parts thereof, or in the doing performance of any act done or performed or omission occurring on account of their being Trusteessuch person's rights, except (1) such liabilitypowers, expenseauthority and duties under this Agreement. Notwithstanding the foregoing, 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 nothing contained in this Section 7.0313 shall authorize the Trust to provide, neither or entitle any officer, Trustee or other person to receive, indemnification for any action taken or failure to act which action or failure to act is determined by the Trustees nor final judgment of a court of competent jurisdiction, in any agent action, suit or employee proceeding to have constituted willful misconduct or gross negligence. The right of indemnification shall inure whether or not the claim asserted is based on matters which antedate the organization of the Trustees shall be entitled Trust. All protections and indemnities granted under this Section 13 to any reimbursement or indemnification from any Unit Owner for any liability, expense, claim, damage, or loss incurred by the Trustees a Trustee or any such agent or employee; and the rights of the Trustees or any officer, employee or agent of the Trustees to reimbursement are cumulative of any other rights arising under operation of law or otherwise, and indemnificationshall survive the termination of this Agreement or the resignation or removal of the such Trustee, if anyofficer, employee or agent and shall be limited solely inure to the Trust Estatebenefit of the heirs and personal representatives of such person. In no event shall the Trustees' liabilities hereunder include any special, whether consequential, punitive or not such reimbursement and indemnification shall be insufficient fully to reimburse indirect loss or indemnify the Trustees or any such agent or employeedamage.

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 Issuer covenants to indemnify each of the Trust Indenture Trustee and the Trust Estate Co-Trustee and any predecessor Trustees (or any part or parts thereofofficer, 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 director or employee of the Trustees shall be entitled Trustees), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any reimbursement or indemnification from any Unit Owner for any and all loss, liability, expense, claim, damage, claim or loss expense including taxes (other than taxes based on the income of the Trustees) incurred without negligence, willful misconduct or bad faith on the part of the Indenture Trustee or the Co-Trustee, as applicable, or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Trustees Issuer, any Holder of Convertible Bonds or any such agent other Person) of liability in the premises. Neither the Indenture Trustee nor the Co-Trustee shall be required to take any action under this Indenture, except as required by applicable law, to the extent that any amounts are owed to the Indenture Trustee or employee; and the rights Co-Trustee, as applicable, by the Issuer. For the avoidance of doubt, neither of the Trustees or Trustee nor the Co-Trustee shall be denied any employee or agent indemnification to which it is entitled pursuant to this Section 6.06 as the result of the Trustees to reimbursement other’s negligence, willful misconduct or bad faith. The obligation of the Issuer under this Section 6.06 shall survive the satisfaction 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 employeedischarge of this Indenture.