Common use of Standard of Care; Exculpation Clause in Contracts

Standard of Care; Exculpation. The Individual Trustees shall perform the duties and obligations imposed on the Individual Trustees by this Trust Agreement with reasonable diligence and care under the circumstances. The Individual Trustees shall not be personally liable to the Trust or to any Class Member (or any successor of such entities) except to the extent it is determined by a final order of a court of competent jurisdiction that damages were caused solely by the Individual Trustees’ gross negligence or willful misconduct. Any act or omission taken with the approval of the District Court shall be conclusively deemed not to constitute gross negligence or willful misconduct. The Trust shall indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives from and against any and all claims, causes of action, costs, liabilities, losses, damages and expenses (including reasonable attorney’s fees and expenses) (except to the extent determined by a final order of a court of competent jurisdiction to be due solely to their own respective gross negligence or willful misconduct) to the fullest extent permitted by applicable law. The Trust shall advance to the Individual Trustees and, in the discretion of the Individual Trustees, may advance to other indemnified persons, any and all legal fees and expenses relating to claims for which indemnification may be available hereunder. Upon any final determination that the Individual Trustees are not permitted to be indemnified for any expenses so advanced, the Individual Trustees shall reimburse the Trust for all such amounts previously paid. Except in their capacity as Legal Representatives with respect to the Proceed Assets, the Individual Trustees shall not be deemed successors to the Debtor, and any liability resulting from such successor capacity with respect to the Proceed Assets shall be solely the responsibility of the Debtor. The Individual Trustees and the Trust shall be authorized, but not required, to obtain (by using cash of the Trust) bonding and insurance coverage with respect to the responsibilities, liabilities, and obligations of the Individual Trustees, the Legal Representatives and the Trust and those entities hired by the Individual Trustees and the Trust to discharge such responsibilities, liabilities and obligations. The obligations of the Trust under this Section 4.7 to indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives shall survive the resignation or removal of the Individual Trustees. Pursuant to the terms of the order of the District Court dated May 31, 2002 appointing Xxxxxxx X. Xxxxxxxx as Foreign Representative of the Debtor’s estate and the Class Claims until the establishment of the Trust, Xxxxxxx X. Xxxxxxxx, for actions in his capacity as Foreign Representative, shall be provided and afforded with the same protections, exculpations and indemnities as are the Trustees, including without limitation the protections provided by this Section 4.7, and such protections shall survive his ceasing to act as the Foreign Representative.

Standard of Care; Exculpation. The Individual Trustees ‌ None of the Unsecured Claims Trust Board, their respective members, designees or professionals, nor any of their duly designated agents or representatives, shall perform be liable for the duties and obligations imposed on act or omission of any other member, agent or representative of the Individual Trustees Unsecured Claims Trust Board, nor shall the Unsecured Claims Trust Board or any of their respective members be liable for any act or omission taken or omitted to be taken by this the Unsecured Claims Trust Agreement with reasonable diligence and care under Board in good faith, other than for (i) acts or omissions resulting from the circumstancesUnsecured Claims Trust Board’s or any such member’s, designee’s, professional’s, agent’s or representative’s gross negligence or willful misconduct or (ii) acts or omissions from which the Unsecured Claims Trust Committee or such member, designee, professional, agent or representative derived an improper personal benefit. The Individual Trustees Unsecured Claims Trust Board and its members may, in connection with the performance of its functions, and in its sole and absolute discretion, consult with its attorneys, accountants, financial advisors and agents, and shall not be personally liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons or Entities. Notwithstanding such authority, none of the Unsecured Claims Trust or to any Class Member (Board or any successor of its members shall be under any obligation to consult with its attorneys, accountants, financial advisors or agents, and their good faith determination not to do so shall not result in the imposition of liability on the Unsecured Claims Trust Board or, as applicable, any of its members, designees, professionals, agents or representatives, unless such entities) except to the extent it determination is determined by a final order of a court of competent jurisdiction that damages were caused solely by the Individual Trustees’ based on gross negligence or willful misconduct. Any act No amendment modification or omission taken with the approval repeal of this Section 4.11 shall adversely affect any right or protection of the District Court shall be conclusively deemed not to constitute gross negligence Unsecured Claims Trust Board, its members, designees, professional agents or willful misconduct. The Trust shall indemnifyrepresentatives that exists at the time of such amendment, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives from and against any and all claims, causes of action, costs, liabilities, losses, damages and expenses (including reasonable attorney’s fees and expenses) (except to the extent determined by a final order of a court of competent jurisdiction to be due solely to their own respective gross negligence modification or willful misconduct) to the fullest extent permitted by applicable law. The Trust shall advance to the Individual Trustees and, in the discretion of the Individual Trustees, may advance to other indemnified persons, any and all legal fees and expenses relating to claims for which indemnification may be available hereunder. Upon any final determination that the Individual Trustees are not permitted to be indemnified for any expenses so advanced, the Individual Trustees shall reimburse the Trust for all such amounts previously paid. Except in their capacity as Legal Representatives with respect to the Proceed Assets, the Individual Trustees shall not be deemed successors to the Debtor, and any liability resulting from such successor capacity with respect to the Proceed Assets shall be solely the responsibility of the Debtor. The Individual Trustees and the Trust shall be authorized, but not required, to obtain (by using cash of the Trust) bonding and insurance coverage with respect to the responsibilities, liabilities, and obligations of the Individual Trustees, the Legal Representatives and the Trust and those entities hired by the Individual Trustees and the Trust to discharge such responsibilities, liabilities and obligations. The obligations of the Trust under this Section 4.7 to indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives shall survive the resignation or removal of the Individual Trustees. Pursuant to the terms of the order of the District Court dated May 31, 2002 appointing Xxxxxxx X. Xxxxxxxx as Foreign Representative of the Debtor’s estate and the Class Claims until the establishment of the Trust, Xxxxxxx X. Xxxxxxxx, for actions in his capacity as Foreign Representative, shall be provided and afforded with the same protections, exculpations and indemnities as are the Trustees, including without limitation the protections provided by this Section 4.7, and such protections shall survive his ceasing to act as the Foreign Representativerepeal.

Standard of Care; Exculpation. The Individual Trustees Notwithstanding anything contained herein to the contrary, the Litigation Trustee shall perform the duties and obligations imposed on the Individual Trustees Litigation Trustee by this Scotia Pacific Litigation Trust Agreement and the Plan with reasonable diligence and care under the circumstances. The Individual Trustees Litigation Trustee shall not be personally liable liable, however, to the this Scotia Pacific Litigation Trust or to any Class Member (other Person, except for such of his or any successor of such entities) except to the extent it is determined by a final order of a court of competent jurisdiction that damages were caused solely by the Individual Trustees’ her own acts as shall constitute bad faith, willful misconduct, gross negligence or willful misconductdisregard of duties or breach of this Scotia Pacific Litigation Trust Agreement. Any act or omission taken with Subject to the approval of foregoing, the District Court Litigation Trustee shall be conclusively deemed not defended, held harmless and indemnified from time to constitute gross negligence or willful misconduct. The Trust shall indemnify, release, defend and hold harmless time from the Individual Trustees and the Trust’s employees and each of their professionals and representatives from and Recovery Rights against any and all losses, claims, causes of action, costs, liabilities, losses, damages expenses and expenses (including reasonable attorneyliabilities to which the Litigation Trustee may be subject by reason of the Litigation Trustee’s fees and expenses) (except to execution in good faith of his or her duties under the extent determined by a final order of a court of competent jurisdiction to be due solely to their own respective gross negligence Plan or willful misconduct) to the fullest extent permitted by applicable lawthis Scotia Pacific Litigation Trust Agreement. The Trust shall advance to the Individual Trustees andofficers, in the discretion employees and agents of the Individual TrusteesLitigation Trustee shall be likewise defended, held harmless and indemnified. The Litigation Trustee may advance to other indemnified personsobtain for his or her benefit and the benefit of his or her officers, any agents and all legal fees employees, if any, and expenses relating to claims for which indemnification the benefit of the Scotia Pacific Litigation Trust, at the expense of the Scotia Pacific Litigation Trust, insurance against Claims of liability, damage awards and settlement that may be available indemnified hereunder. Upon any final determination that the Individual Trustees are not permitted to be indemnified for any expenses so advanced, the Individual Trustees shall reimburse the Trust for all such amounts previously paid. Except in their capacity as Legal Representatives with respect to the Proceed Assets, the Individual Trustees The Litigation Trustee shall not be deemed successors obligated to give any bond or surety or other security for the Debtorperformance of any of his duties, unless otherwise ordered by the Bankruptcy Court; and if so ordered, all costs and expenses of procuring any liability resulting from such successor capacity with respect to the Proceed Assets bond shall be solely deemed trust administrative expenses and paid from the responsibility of the Debtor. The Individual Trustees and the Trust shall be authorized, but not required, to obtain (by using cash of the Trust) bonding and insurance coverage with respect to the responsibilities, liabilities, and obligations of the Individual Trustees, the Legal Representatives and the Trust and those entities hired by the Individual Trustees and the Trust to discharge such responsibilities, liabilities and obligations. The obligations of the Trust under this Section 4.7 to indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives shall survive the resignation or removal of the Individual Trustees. Pursuant to the terms of the order of the District Court dated May 31, 2002 appointing Xxxxxxx X. Xxxxxxxx as Foreign Representative of the Debtor’s estate and the Class Claims until the establishment of the Trust, Xxxxxxx X. Xxxxxxxx, for actions in his capacity as Foreign Representative, shall be provided and afforded with the same protections, exculpations and indemnities as are the Trustees, including without limitation the protections provided by this Section 4.7, and such protections shall survive his ceasing to act as the Foreign RepresentativePlan Administrative Account.

Standard of Care; Exculpation. The Individual Trustees Each Trustee shall perform the duties and obligations imposed on the Individual Trustees such Trustee by this Trust Agreement with reasonable diligence and care under the circumstances. The Individual Trustees shall not be personally liable for any Losses to which they may become subject by reason of any acts or omissions of the Trust or to any Class Member Trustees (or any successor consequences of such entitiesacts or omissions) except to in the extent it is determined by a final order of a court of competent jurisdiction that damages were caused solely by the Individual Trustees’ gross negligence creation, establishment, operation or willful misconduct. Any act or omission taken with the approval termination of the District Court Trust, the negotiation of this Trust Agreement and the performance of their duties and obligations under this Trust Agreement, except for such acts or omissions that result in a Determination of Egregious Conduct by such Trustee. Except as expressly set forth above, the Trustees shall be conclusively deemed not to constitute gross negligence or willful misconduct. The defended, held harmless and indemnified from the Creditor Trust shall indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives Assets as a Trust Administrative Expense from and against any and all claimsLosses to which either Trustee may be subject by reason of the acts or omissions of such Trustee (or consequences of such acts or omissions) in the creation, causes establishment, operation and termination of actionthe Trust, coststhe negotiation of this Trust Agreement, liabilitiesthe transactions contemplated by this Trust Agreement and the performance of their duties and obligations under this Trust Agreement. The officers, lossesdirectors, damages shareholders, designees, employees, Professionals, representatives and expenses agents of each Trustee and the Trust (including reasonable attorney’s fees collectively, the “Trustee Indemnitees”) shall likewise be defended, held harmless and expenses) (except to the extent determined by a final order of a court of competent jurisdiction to be due solely to their own respective gross negligence or willful misconduct) indemnified to the fullest extent permitted by applicable law. The Trust shall advance set forth herein and provided to the Individual Trustees andTrustees. As security for any amounts due and owing to the Trustee and the Trustee Indemnitees hereunder, in each Trustee and Trustee Indemnitee shall have a lien against the discretion Creditor Trust Assets, which lien(s) shall be prior to the rights of the Individual Trustees, may advance to other indemnified persons, any and all legal fees and expenses relating to claims for which indemnification may be available hereunder. Upon any final determination that the Individual Trustees are not permitted to be indemnified for any expenses so advanced, the Individual Trustees shall reimburse the Trust for all such amounts previously paid. Except in their capacity as Legal Representatives with respect to the Proceed Assets, the Individual Trustees shall not be deemed successors to the Debtor, and any liability resulting from such successor capacity with respect to the Proceed Assets shall be solely the responsibility of the Debtor. The Individual Trustees and the Trust shall be authorized, but not required, to obtain (by using cash of the Trust) bonding and insurance coverage with respect to the responsibilities, liabilities, and obligations of the Individual Trustees, the Legal Representatives and the Trust and those entities hired by the Individual Trustees and the Trust to discharge such responsibilities, liabilities and obligationsBeneficiaries. The obligations of the Trust and the benefits to the Trustees and Trustee Indemnitees under this Section 4.7 to indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives 7.7 shall survive the termination of this Trust Agreement and the resignation or and/or removal of a Trustee or Trustee Indemnitee. To the Individual Trustees. Pursuant fullest extent permitted by law, expenses to be incurred by a Trustee or Trustee Indemnitee shall, from time to time, be advanced by, or on behalf of, the Trust prior to the terms final disposition of any matter upon receipt by the order Trust of the District Court dated May 31an undertaking by, 2002 appointing Xxxxxxx X. Xxxxxxxx as Foreign Representative of the Debtor’s estate and the Class Claims until the establishment of the Trustor on behalf of, Xxxxxxx X. Xxxxxxxx, for actions in his capacity as Foreign Representative, such Person to repay such amount if it shall be provided and afforded with determined that the same protections, exculpations and indemnities as are the Trustees, including without limitation the protections provided by Person is not entitled to be indemnified under this Section 4.7, and such protections shall survive his ceasing to act as the Foreign RepresentativeSection.

Standard of Care; Exculpation. The Individual Trustees Notwithstanding anything contained herein to the contrary, the Liquidating Trustee shall perform the duties and obligations imposed on the Individual Trustees Liquidating Trustee by this Scotia Pacific Liquidating Trust Agreement and the Plan with reasonable diligence and care under the circumstances. The Individual Trustees Liquidating Trustee shall not be personally liable liable, however, to the this Scotia Pacific Liquidating Trust or to any Class Member (other Person, except for such of his or any successor of such entities) except to the extent it is determined by a final order of a court of competent jurisdiction that damages were caused solely by the Individual Trustees’ her own acts as shall constitute bad faith, willful misconduct, gross negligence or willful misconductdisregard of duties or breach of this Scotia Pacific Liquidating Trust Agreement. Any act or omission taken with Subject to the approval of foregoing, the District Court Liquidating Trustee shall be conclusively deemed not defended, held harmless and indemnified from time to constitute gross negligence or willful misconduct. The time from the Trust shall indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives from and Assets against any and all losses, claims, causes of action, costs, liabilities, losses, damages expenses and expenses (including reasonable attorneyliabilities to which the Liquidating Trustee may be subject by reason of the Liquidating Trustee’s fees and expenses) (except to execution in good faith of his or her duties under the extent determined by a final order of a court of competent jurisdiction to be due solely to their own respective gross negligence Plan or willful misconduct) to the fullest extent permitted by applicable lawthis Scotia Pacific Liquidating Trust Agreement. The Trust shall advance to the Individual Trustees andofficers, in the discretion employees and agents of the Individual TrusteesLiquidating Trustee shall be likewise defended, held harmless and indemnified. The Liquidating Trustee may advance to other indemnified personsobtain for his or her benefit and the benefit of his or her officers, any agents and all legal fees employees, if any, and expenses relating to claims for which indemnification the benefit of the Scotia Pacific Liquidating Trust, at the expense of the Scotia Pacific Liquidating Trust, insurance against Claims of liability, damage awards and settlement that may be available indemnified hereunder. Upon any final determination that the Individual Trustees are not permitted to be indemnified for any expenses so advanced, the Individual Trustees shall reimburse the Trust for all such amounts previously paid. Except in their capacity as Legal Representatives with respect to the Proceed Assets, the Individual Trustees The Liquidating Trustee shall not be deemed successors obligated to give any bond or surety or other security for the Debtorperformance of any of his duties, unless otherwise ordered by the Bankruptcy Court; and if so ordered, all costs and expenses of procuring any liability resulting from such successor capacity with respect to the Proceed Assets bond shall be solely the responsibility of the Debtor. The Individual Trustees deemed trust administrative expenses and paid from the Trust shall be authorized, but not required, to obtain (by using cash of the Trust) bonding and insurance coverage with respect to the responsibilities, liabilities, and obligations of the Individual Trustees, the Legal Representatives and the Trust and those entities hired by the Individual Trustees and the Trust to discharge such responsibilities, liabilities and obligations. The obligations of the Trust under this Section 4.7 to indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives shall survive the resignation or removal of the Individual Trustees. Pursuant to the terms of the order of the District Court dated May 31, 2002 appointing Xxxxxxx X. Xxxxxxxx as Foreign Representative of the Debtor’s estate and the Class Claims until the establishment of the Trust, Xxxxxxx X. Xxxxxxxx, for actions in his capacity as Foreign Representative, shall be provided and afforded with the same protections, exculpations and indemnities as are the Trustees, including without limitation the protections provided by this Section 4.7, and such protections shall survive his ceasing to act as the Foreign RepresentativeAssets.