Trustee Indemnification. The Employer agrees to indemnify and hold harmless the Trustee against any and all claims, losses, damages, expenses and liabilities the Trustee may incur in the exercise and performance of the Trustee's powers and duties hereunder, unless the same are determined to be due to gross negligence or willful misconduct.
Trustee Indemnification. Trustee is entitled to be indemnified, to his or her reasonable satisfaction, against liabilities lawfully incurred in the administration of this trust, at the cost of the trust.
Trustee Indemnification. The Employer shall indemnify and hold harmless the Trustee for and from the assertion or occurrence of any liability to a Participant or Beneficiary for any action taken or omitted by the Trustee pursuant to any written direction to the Trustee from the Employer or the Plan Administrator. Such indemnification obligation of the Employer shall not be applicable to the extent that any such liability is covered by insurance.
Trustee Indemnification. The Company covenants and agrees that the Trustee, its directors, officers, employees and agents (the "Indemnified Parties") will at all times be indemnified and saved harmless by the Company from and against all claims, demands, losses, actions, causes of action, suits, proceedings, costs, charges, expenses, assessments, judgements, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties contemplated hereby, expert consultation and legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Trustee's duties and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security or any other services that the Trustee may provide in connection with or in any way relating to this Indenture. The foregoing provisions of this Section do not apply to the extent that in any circumstances there has been negligence, fraud or wilful misconduct of the Indemnified Parties or there has been a failure by the Indemnified Parties to act honestly and in good faith to discharge the Trustee's obligations under Section 13.11. The Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee.
Trustee Indemnification. The indemnification described in this Section 8 shall be in addition to, and shall not affect in way, the Indemnification Agreement between the Trustee and the Company, dated February 7, 2002, attached to the Trustee Engagement Letter, or any other indemnification provided to the Trustee pursuant to the Trust Agreement.
Trustee Indemnification. Trustee shall be indemnified and saved harmless by Company, from and against any and all liability, including all expenses reasonably incurred in its defense, arising out of or in connection with its good faith performance of its duties and responsibilities under this Trust Agreement. Any expenses incurred by Trustee in enforcing its right of indemnification as provided under this Section 12 shall be paid by Company.
Trustee Indemnification. 51 7.14 EMPLOYER SECURITIES AND REAL PROPERTY ............................51 ARTICLE VIII AMENDMENT, TERMINATION AND MERGERS 8.1 AMENDMENT ........................................................51 8.2 TERMINATION ......................................................52 8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS ......................52
Trustee Indemnification. The Grantor hereby indemnifies the Trustee for, and holds it harmless against, any loss, liability, costs or expenses (including attorney’s fees and expenses) incurred or made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or in connection with the performance of its obligations in accordance with provisions of this Agreement, including any loss, liability, costs or expenses arising out of or in connection with the status of the Trustee or its nominee as the holder of record of the Assets. The Grantor hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or the termination of the Agreement.
Trustee Indemnification. To the extent permitted by law, the Trust shall indemnify and hold the Trustee, its employees, officers and agents harmless from and against any liability that they may incur in connection with the Plans and Trust, to the same extent and subject to the same limitations as set out in Section 10.17.
Trustee Indemnification. Xxxxxxx hereby agrees to indemnify and hold the Trustee, individually and as Trustee, its affiliates, and their directors, officers, shareholders, employees, contractors, agents, successor and assigns harmless from and against all losses, claims, actions, demands, suits, proceedings, damages, fines and expenses (including attorneys’ fees and expenses) incurred in connection with any claim, suit, action or other proceeding that relates to, or arises from, the performance by the Trustee of its obligations under this Agreement, including, without limitation, any action by the Trustee in accordance with the directions of the Xxxxxxx XX, the Investment Manager or any other authorized party or any failure to act by the Trustee in the absence of directions from the Xxxxxxx XX, the Investment Manager or any other authorized party.
