Common use of Limitation on Liability of the Administrator and Others Clause in Contracts

Limitation on Liability of the Administrator and Others. Neither the Administrator nor any of the directors or officers or employees or agents of the Administrator shall be under any liability to the Trust, the Trustee, the Beneficiaries or any other person for any action taken or for refraining from the taking of any action in its capacity as Administrator pursuant to this Agreement; provided, however, that this provision shall not protect the Administrator or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Administrator and any director or officer or employee or agent of the Administrator may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Administrator shall not be under any obligation to appear in, prosecute or defend any legal action whether or not incidental to its duties to service the Royalty Contracts in accordance with this Agreement which in its good faith opinion may result in Administrator incurring any expense or liability. In the event the Administrator decides not to pursue legal action in connection with the enforcement of the Royalty Contracts, Grantor, may at its sole option, pursue any such legal action it deems necessary or appropriate to enforce such Royalty Contracts including, without limitation, action to terminate the Royalty Contracts.