Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 if either: (1) the court or other body before which the Proceeding is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in Disabling Conduct, and/or is entitled to indemnification; (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee has not engaged in Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) based upon a review of the available facts with respect to the Proceeding, by, in the Independent Trustees’ sole discretion, either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion.

Conditions to Indemnification. The Trustee Director shall be indemnified pursuant to this Section 2 if either: (1i) the court or other body before which the Proceeding is brought shall have rendered a Final Decision on the merits, finding that the Trustee Director is not liable, has not engaged in Disabling Conduct, and/or is entitled to indemnification; (2ii) the Proceeding against the Trustee Director shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee Director has been charged; or (3iii) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee Director has not engaged in Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) based upon a review of the available facts with respect to the Proceeding, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees Directors or by Independent Counsel in a written opinion.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 if either: (1) the court or other body before which the Proceeding relating to the Trustee's liability is brought shall have rendered a Final Decision final decision on the merits, finding that the Trustee is not liable, has is not engaged in liable by reason of Disabling Conduct, and/or is entitled to indemnification; (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in the absence of such a Final Decisionfinal decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in liable by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion.

Conditions to Indemnification. The Trustee Director shall be indemnified pursuant to this Section 2 if either: (1) the court or other body before which the Proceeding is brought shall have rendered a Final Decision on the merits, finding that the Trustee Director is not liable, has not engaged in Disabling Conduct, and/or is entitled to indemnification; (2) the Proceeding against the Trustee Director shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee Director has been charged; or (3) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee Director has not engaged in Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) based upon a review of the available facts with respect to the Proceeding, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees Directors or by Independent Counsel in a written opinion.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 1 if either: (1) the court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in liable by reason of Disabling Conduct, and/or Conduct or is entitled to indemnification;; or (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in ineligible by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion, under the procedures set forth in Section 4.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 1 if either: (1) the The court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in liable by reason of Disabling Conduct, and/or Conduct or is entitled to indemnification;; or (2) the The Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in In the absence of such a Final Decision, dismissal or withdrawalwithdraw, a determination shall have been made that the Trustee has is not engaged in ineligible by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion, under the procedure set forth in Section 4.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 1 if either: (1) the The court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in liable by reason of Disabling Conduct, and/or Conduct or is entitled to indemnification;; or (2) the The Proceeding against the Trustee shall have been dismissed or withdrawn for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in In the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in ineligible by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion, under the procedures set forth in Section 4.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 if either: (1) the court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a Final Decision final decision on the merits, finding that the Trustee is not liable, has is not engaged in liable by reason of Disabling Conduct, and/or is entitled to indemnification; (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in the absence of such a Final Decisionfinal decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in liable by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 1 if either: (1) the court or other body before which the Proceeding relating to the Trustee's liability is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in liable by reason of Disabling Conduct, and/or Conduct or is entitled to indemnification;; 01 (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or01 (3) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in ineligible by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion, under the procedures set forth in Section 4.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 1 if either: (1) the court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in liable by reason of Disabling Conduct, and/or Conduct or is entitled to indemnification;; or (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or (3) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in rendered ineligible by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Non-Party Independent Trustees or by Independent Counsel (selected as provided for in Section 4(c)) in a written opinion, under the procedures set forth in Section 4.

Conditions to Indemnification. The Trustee shall be indemnified pursuant to this Section 2 1 if either: (1) the court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a Final Decision on the merits, finding that the Trustee is not liable, has not engaged in liable by reason of Disabling Conduct, and/or Conduct or is entitled to indemnification;; or (2) the Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any an Disabling Conduct with which the Trustee has been charged; or (3) in the absence of such a Final Decision, dismissal or withdrawal, a determination shall have been made that the Trustee has is not engaged in ineligible by reason of Disabling Conduct: (i) by the court or other body approving the settlement or other disposition of the Proceeding; or (ii) , based upon a review of the available facts with respect to the Proceedingfacts, by, in the Independent Trustees’ sole discretion, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion, under the procedures set forth in Section 4.