Immunity and Indemnification. The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor or the Agency issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.
Immunity and Indemnification. The TRUSTEE shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the GRANTOR or the DIRECTOR issued in accordance with this AGREEMENT. The TRUSTEE shall be indemnified and saved harmless by the GRANTOR or from the Trust FUND, or both, from and against any personal liability to which the TRUSTEE may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the GRANTOR fails to provide such defense.
Immunity and Indemnification. The Trustee shall not incur any liability of any nature in connection with any act or omission, made in good faith, in the administration of this Agreement, or in carrying out any directions by the Grantor or the DEQ Director issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor from and against any and all liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense; provided however that the Trustee shall not be entitled to be indemnified for any liability arising from its own gross negligence or willful misconduct or the gross negligence or willful misconduct of its officers, employees or agents.
Immunity and Indemnification. The Escrow Agent will not incur personal liability of any nature in connection with any act or omission made in good faith in the administration of this Fund, or in carrying out any directions by EGLE issued in accordance with this Escrow Agreement. The Escrow Agent will be indemnified and saved harmless by the Grantor, from and against any personal liability to which the Escrow Agent may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense.
Immunity and Indemnification. The trustee will not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this trust, or in carrying out any directions by the grantor or the licensing authority issued in accordance with this agreement. The trustee will be indemnified and saved harmless by the grantor or from the trust fund, or both, from and against any personal liability to which the trustee may be subjected by reason of any act or conduct in itsthe trustee's official capacity, including all expenses reasonably incurred in itsthe trustee's defense in the event the grantor fails to provide such defense.
Immunity and Indemnification. The Trustee will not incur personal liability of any nature in connection with any act or omission made in good faith in the administration of this Fund, or in carrying out any directions by EGLE issued in accordance with this Trust Agreement. The Trustee will be indemnified and saved harmless by the Grantor, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense.
Immunity and Indemnification. The Escrow Agent will not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Escrow Account, or in carrying out any directions by the Beneficiary issued in accordance with this Agreement. Grantor shall indemnify and hold harmless Escrow Agent and Beneficiary from and against any and all liabilities, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever including, without limitation, the reasonable fees and disbursements of counsel for Escrow Agent or Beneficiary in connection with any investigative, administrative, or judicial proceeding which may be imposed on, incurred by or assessed against Escrow Agent or Beneficiary at any time in connection with their performance hereunder, or in any way relating to or arising out of this Agreement or any of the transactions contemplated herein. Neither the Escrow Agent nor the Beneficiary shall have the right to be indemnified hereunder for its sole negligence or willful misconduct.
Immunity and Indemnification. The Released Parties shall have official immunity and shall be immune from suit and liability, both personally and in their official capacities, for any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, whether prior to or following the commencement of the Proceeding, with the sole exception of acts or omissions resulting from intentional fraud, gross negligence, or willful misconduct as determined by a Final Order and, in all respects, such Entities shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities, if any, under this Plan. If any legal action is commenced against any Released Party, whether against that Entity personally or in an official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Approval Order related hereto), the First Amended Plan (and the 2014 Approval Order related thereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Entity shall be indemnified by AAC for all reasonable and documented expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud, gross negligence, or willful misconduct. Any such indemnification shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Released Party any immunity, indemnity, benefits of law, rights or any defense otherwise available.
Immunity and Indemnification. So long as the Licensee and its Authorized ----------------------------- Users comply in full with this License Agreement. VISX hereby grants immunity to the Licensee and the Authorized Users from any infringement or other legal action under the Patents arising from Licensee's use of the System to perform Licensed Procedures. VISX makes no representation or warranty regarding the scope or validity of any of the Patents. VISX agrees to indemnify Licensee and its Authorized Users against liability actually and reasonably incurred arising from a third party claim that the possession or use of the System in accordance with VISX's instructions for us constitutes an infringement of any United States patent or other intellectual property right of such third party. This indemnification is subject to the following conditions: (a) Licensee must notify VISX immediately upon receipt of notice of any such claim, (b) Licensee must keep VISX fully informed of any developments in connection with any such claim, (c) Licensee shall cooperate fully with VISX in the defense of any such claim, and (d) VISX shall have the right to undertake the defense, compromise or settlement of any such claim on Licensee's behalf, subject to Licensee's approval which approval shall not unreasonably be withheld. No implied licenses are created by this provision.
Immunity and Indemnification. The Trustee will not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Perpetual Care Fund, or in carrying out any directions by the Beneficiary issued in accordance with this Agreement. Grantor shall indemnify and hold harmless the Trustee and Beneficiary from and against any and all liabilities, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever including, without limitation, the reasonable fees and disbursements of counsel for the Trustee or Beneficiary in connection with any investigative, administrative, or judicial proceeding which may be imposed on, incurred by or assessed against the Trustee or Beneficiary at any time in connection with their performance hereunder, or in any way relating to or arising out of this Agreement or any of the transactions contemplated herein. Neither the Trustee nor the Beneficiary shall have the right to be indemnified hereunder for its sole negligence or willful misconduct.
