Common use of Trust Indemnification Clause in Contracts

Trust Indemnification. (a) The Seller hereby agrees to indemnify and hold harmless Buyer and the Trust Subsidiary from and against any and all losses, claims, liabilities and damages, including, without limitation, any and all investigation, legal and other expenses reasonably incurred by either Buyer or the Trust Subsidiary in connection with, and any amount paid by either Buyer or the Trust Subsidiary in settlement of, any action, suit or proceeding brought against the Seller or either Buyer or the Trust Subsidiary, or any claim asserted against the Seller or either Buyer or the Trust Subsidiary, arising out of any act or omission of the Seller with respect to any Trust Agreement or related to the conduct of the Business, the ownership, possession or use of any Purchased Asset or the payment or performance of any Assumed Liability, in each case where such act or omission of the Seller occurred during the period prior to the Closing. (b) Buyer hereby agrees to indemnify and hold harmless the Seller from and against any and all losses, claims, damages and liabilities, including, without limitation, any and all investigation, legal and other expenses reasonably incurred by the Seller in connection with, and any amount paid by the Seller in settlement of, any action, suit or proceeding brought against the Seller or either Buyer or the Trust Subsidiary, arising out of any act or omission of Buyer or the Trust Subsidiary with respect to any Trust Agreement or related to the conduct of the Business, the ownership, possession or use of the Purchased Assets or the payment or performance of the Assumed Liabilities, in each case where such act or omission occurred during the period after the Closing, but in no event shall such indemnification relate to actions or omissions of the Trust Subsidiary or Seller or Buyer during the period prior to the Closing.

Trust Indemnification. (a) The Seller hereby agrees to indemnify and hold harmless the Buyer and the Trust Subsidiary from and against any and all losses, claims, liabilities and damages, including, without limitation, any and all investigation, legal and or other expenses reasonably incurred by either the Buyer or the Trust Subsidiary in connection with, and any amount paid by either the Buyer or the Trust Subsidiary in settlement of, any action, suit or proceeding brought against the Seller or either Buyer or the Trust SubsidiaryBuyer, or any claim asserted against the Seller or either Buyer or the Buyer, related to the Trust Subsidiary, Department Accounts and Related Assets transferred to Buyer and arising out of any act or omission of the Seller with respect to any Trust Agreement or related to the conduct of the Business, the ownership, possession or use of any Purchased Asset or the payment or performance of any Assumed Liability, in each case where such act or omission of the Seller events that occurred during the period prior to the ClosingTransfer Date of the related Trust Department Account. (b) Buyer hereby agrees to indemnify and hold harmless the Seller from and against any and all losses, claims, damages and liabilities, including, without limitation, any and all investigation, legal and other expenses reasonably incurred by the Seller in connection with, and any amount paid by the Seller in settlement of, any action, suit or proceeding brought against the Seller or either Buyer or the Buyer, related to the Trust Subsidiary, Department Accounts and Related Assets transferred to Buyer and arising out of events that occur on or after the Transfer Date of the related Trust Department Account. (c) Seller hereby agrees to indemnify and hold harmless the Buyer from and against any act and all losses, claims, liabilities and damages, including, without limitation, any and all investigation, legal or omission of other expenses reasonably incurred by the Buyer in connection with, and any amount paid by the Buyer in settlement of, any action, suit or proceeding brought against the Seller or the Trust Subsidiary with respect Buyer, or any claim asserted against the Seller or the Buyer, related to any Trust Agreement liability not assumed under Section 1.01(a). (d) Except for actions, suits or proceedings arising primarily from Buyer's gross negligence or willful misconduct, Seller hereby agrees to indemnify and hold harmless the Buyer from and against any and all losses, claims, liabilities and damages, including, without limitation, any and all investigation, legal or other expenses reasonably incurred by the Buyer in connection with, and any amount paid by the Buyer in settlement of, any action, suit or proceeding brought against the Seller or the Buyer, or any claim asserted against the Seller or the Buyer, related to Buyer's actions as agent for Seller in connection with the conduct of Non-Assigned Trust Department Accounts and Related Assets. For actions, suits or proceedings arising primarily from Buyer's gross negligence or willful misconduct, Buyer hereby agrees to indemnify and hold harmless the BusinessSeller from and against any and all losses, claims, liabilities and damages, including, without limitation, any and all investigation, legal or other expenses reasonably incurred by the ownershipSeller in connection with, possession and any amount paid by the Seller in settlement of, any action, suit or use of proceeding brought against the Purchased Assets Seller or the payment Buyer, or performance of any claim asserted against the Assumed Liabilities, in each case where such act or omission occurred during the period after the Closing, but in no event shall such indemnification relate to actions or omissions of the Trust Subsidiary or Seller or Buyer during the period prior Buyer, related to Buyer's actions as agent for Seller in connection with the ClosingNon-Assigned Trust Department Accounts and Related Assets.