Common use of Immunity and Indemnification Clause in Contracts

Immunity and Indemnification. The Escrow Agent shall not incur personal liability of any nature in connection with any acts or omissions, made in good faith, in the administration of this Escrow or in carrying out any directions by HUB or Consultant issued in accordance with this Escrow Agreement. The Escrow Agent shall be indemnified and saved harmless by HUB and Consultant or from the Escrow Funds, or both, from and against any personal liability to which the Escrow Agent may be subject by reason of any alleged or actual act or failure to act in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this Escrow Agreement or carrying out its responsibilities hereunder, including costs and expenses of successfully defending the Escrow Agent against any claims of liability with respect thereto, otherwise than as a result of its gross negligence, willful misconduct or material breach of this Escrow Agreement. In addition, HUB and Consultant hereby covenant and agree not to ▇▇▇ the Escrow Agent for any liability arising out of any alleged or actual act or failure to act in its capacity as Escrow Agent (excluding gross negligence, willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among the Escrow Agent and any other party hereto with respect to (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and a substitute escrow agent is not appointed pursuant to Section 9 hereof, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Escrow Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from such litigation.

Immunity and Indemnification. The Escrow Agent Trustee shall not incur personal liability of any nature in connection with any acts act or omissionsomission, made in good faith, in the administration of this Escrow Trust, or in the carrying out of any directions by HUB or Consultant issued the Governance Committee and confirmed by the Trust Administrator in accordance with this Escrow Agreement. The Escrow Agent Trustee and its directors, officers, agents and employees shall be indemnified and saved harmless by HUB and Consultant or the Grantors of from the Escrow FundsTrust, or both, from and against any personal liability to which the Escrow Agent Trustee may be subject by subjected to be reason of any alleged or actual act or failure to act conduct in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this Escrow Agreement or carrying out its responsibilities hereunderofficial capacity, including costs and all expenses of successfully defending reasonably incurred in its defense in the Escrow Agent against any claims of liability with respect thereto, otherwise than as a result of its gross negligence, willful misconduct or material breach of this Escrow Agreementevent Governance Committee fails to provide such defense. In addition, HUB and Consultant hereby covenant and agree The Trustee shall not to ▇▇▇ the Escrow Agent be liable for any liability arising out action taken or omitted by it in good faith except to the extent that a final adjudication of any alleged or actual act or failure to act in its capacity as Escrow Agent (excluding gross negligence, willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among the Escrow Agent and any other party hereto with respect to (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and a substitute escrow agent is not appointed pursuant to Section 9 hereof, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction determines that the Trustee’s negligence or willful misconduct was the primary cause of any loss to determine the rights either of the partiesParties. Should a ▇▇▇▇ In the event that the Trustee shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of interpleader or other judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction, except that in the case of an expiring security the Trustee shall be obligated to draw down the value of the security. The Trustee may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non-prevailing party action based on such declaratory judgment. Anything in this agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Governance Committee hereby grants the Trustee a lien, a right of set off and security interest to the account for the payment of any claim for compensation, expenses and amounts due hereunder. The parties hereto acknowledge that the foregoing indemnities shall pay survive the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs resignation or cash damages in connection with the removal of the Trustee or resulting from such litigationthe termination of this agreement.

Immunity and Indemnification. The Escrow Agent Trustee shall not incur personal liability of be liable for any nature in connection with any acts or omissions, made action taken by it in good faith, in the administration of this Escrow or in carrying out any directions by HUB or Consultant issued in accordance with this Escrow Agreement. The Escrow Agent shall be indemnified faith and saved harmless by HUB and Consultant or from the Escrow Funds, or both, from and against any personal liability to which the Escrow Agent may be subject by reason of any alleged or actual act or failure to act in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this Escrow Agreement or carrying out its responsibilities hereunder, including costs and expenses of successfully defending the Escrow Agent against any claims of liability with respect thereto, otherwise than as a result of its gross without negligence, willful misconduct or material breach of recklessness and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Escrow Agreement. In additionThe Trustee may consult with legal counsel (who may also be counsel for the Grantor) from a nationally recognized law firm with experience and expertise regarding the issue for which the Trustee seeks an opinion, HUB and Consultant hereby covenant shall have full and agree not to ▇▇▇ the Escrow Agent complete authorization and protection for any action taken or suffered by it hereunder in good faith and without negligence and in accordance with the opinion of such counsel; provided, however, that the Trustee shall be liable for direct damages resulting from the Trustee’s self-dealing as provided in Section 10 herein. Provided indemnification does not result in self-dealing under Section 10 herein or in a deemed contribution to the Qualified Fund in excess of the limitation on contributions under Section 468A, the Grantor hereby agrees to indemnify the Trustee for, and to hold it harmless against any loss, liability or expense incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, arising out of any alleged its status as Trustee or actual act or failure to act in its capacity as Escrow Agent (excluding gross negligence, willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among the Escrow Agent and any other party hereto with respect to (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and a substitute escrow agent is not appointed pursuant to Section 9 hereof, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Escrow Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability; with the exception of such loss, liability or resulting expense arising directly from self-dealing under Section 10 herein, and provided further that no such litigationcosts or expenses shall be paid if the payment of such costs or expenses is prohibited by Section 468A. This Section 21 shall survive the termination of the Agreement.

Immunity and Indemnification. The Escrow Agent Grantor and WestRock shall jointly and severally indemnify and hold the Trustee and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and out-of-pocket and incidental expenses and reasonable expenses of external legal counsel (any of the foregoing, “Losses”) that may be imposed on, incurred by, or asserted against the Indemnitees or any of them for following any instructions or other directions by the Grantor upon which the Trustee is authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, the Grantor and WestRock also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee’s performance under this Agreement, provided such Indemnity and each of its directors, officers, agents, employees, and affiliates have not acted with gross negligence, engaged in willful misconduct. The Grantor and WestRock hereby grant the Trustee a lien, right of set-off and security interest in the Excess Amount, if any, for the payment of any claim for compensation, reimbursement or indemnity hereunder. The provisions of this Section 16 shall survive the termination of this Agreement and the resignation or removal of the Trustee for any reason (except for actions arising from its gross negligence or willful misconduct). The Trustee shall not incur personal liability of any nature in connection with any acts act or omissionsomission, made in good faith, in the administration of this Escrow Trust, or in carrying out any directions by HUB or Consultant the Grantor issued in accordance with this Escrow Agreement, provided the Trustee has not acted with gross negligence, engaged in willful misconduct. The Escrow Agent Trustee shall be indemnified and saved harmless by HUB the Grantor and Consultant or from the Escrow Funds, or bothWestRock, from and against any personal liability to which the Escrow Agent Trustee may be subject subjected by reason of any alleged or actual act or failure to act conduct in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this Escrow Agreement or carrying out its responsibilities hereunderofficial capacity, including costs out-of-pocket expenses incurred in its defense in the event the Grantor fails to provide such defense. The Grantor and expenses WestRock hereby acknowledge that the foregoing indemnities and payment and reimbursement obligations shall survive the resignation or discharge of successfully defending the Escrow Agent against any claims of liability with respect thereto, otherwise than as a result of its gross negligence, willful misconduct Trustee or material breach the termination of this Escrow Agreement. In additionAgreement and hereby grants the Trustee a lien, HUB right of set-off and Consultant hereby covenant and agree not to ▇▇▇ security interest in the Escrow Agent Excess Amount, if any, for any liability arising out the payment of any alleged claim for compensation, reimbursement or actual act or failure to act in its capacity as Escrow Agent (excluding gross negligence, willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among the Escrow Agent and any other party hereto with respect to (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and a substitute escrow agent is not appointed pursuant to Section 9 hereof, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Escrow Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from such litigationindemnity hereunder.

Immunity and Indemnification. The Escrow Agent Grantor shall indemnify and hold the Trustee and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Trustee is authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, the Grantor also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee's performance under this Agreement, provided the Trustee has not acted with gross negligence or engaged in willful misconduct, or failed to account for and apply moneys and investments as provided herein. The provisions of this Section 16 shall survive the termination of this Agreement and the resignation or removal of the Trustee for any reason (except for actions arising from its gross negligence or willful misconduct). The Trustee shall not incur personal liability of any nature in connection with any acts act or omissionsomission, made in good faith, in the administration of this Escrow Trust, or in carrying out any directions by HUB or Consultant the Grantor issued in accordance with this Escrow Agreement. The Escrow Agent Trustee shall be indemnified and saved harmless by HUB and Consultant or from the Escrow Funds, or bothGrantor, from and against any personal liability to which the Escrow Agent Trustee may be subject subjected by reason of any alleged or actual act or failure to act conduct in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this Escrow Agreement or carrying out its responsibilities hereunderofficial capacity, including costs and all expenses of successfully defending the Escrow Agent against any claims of liability with respect thereto, otherwise than as a result of its gross negligence, willful misconduct or material breach of this Escrow Agreement. In addition, HUB and Consultant hereby covenant and agree not to ▇▇▇ the Escrow Agent for any liability arising out of any alleged or actual act or failure to act reasonably incurred in its capacity as Escrow Agent (excluding gross negligence, willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among defense in the Escrow Agent and any other party hereto with respect event the Grantor fails to (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and a substitute escrow agent is not appointed pursuant to Section 9 hereof, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Escrow Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from provide such litigationdefense.

Immunity and Indemnification. The Escrow Agent acceptance by the Trustee of its duties under this Trust Agreement is subject to the following terms and conditions, which shall govern and control with respect to its rights, duties, liabilities and immunities: a. The Trustee, whether initially named or appointed as a successor Trustee, acts as a trustee only and not personally; and in respect of any contract, obligation or liability made or incurred by the Trustee in good faith in the course of its performance of its duties hereunder, all persons shall look solely to the Trust and not to the Trustee personally. b. The Trustee shall not incur personal liability of be liable for any nature in connection with any acts act done or omissions, made steps taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct in breach of the terms of this Trust Agreement, and the Trust shall indemnify and hold the Trustee harmless against any claims or liabilities arising out of the performance of this Trust Agreement to the extent of the assets in the Trust, except claims arising from the Trustee’s own gross negligence or willful misconduct. The Trustee shall provide Settling Defendants, Settling Federal Agencies, and EPA, with thirty (30) days notice prior to making any indemnification claim against the Trust pursuant to this Paragraph 9.b. Notwithstanding the foregoing or any other provision herein, Settling Defendants and Settling Federal Agencies cannot be held individually responsible for any indemnification obligation under this Trust Agreement. c. The foregoing indemnification and hold harmless provision shall cover all costs and expenses reasonably incurred by the Trustee in the administration of this Escrow Trust, including in defense of the aforementioned acts or conduct of the Trustee and shall survive the termination of this Trust Agreement. d. The Trustee shall be protected in carrying out acting upon any directions written notice, request, waiver, consent, receipt, or other paper or document furnished to it by HUB Settling Defendants or Consultant issued their designee, or by EPA, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained which the Trustee in good faith believes to be genuine and what it purports to be. e. The Trustee may consult with its counsel (including in-house counsel) and shall be fully protected in any action taken in good faith in accordance with such advice or opinion. f. The Trustee shall perform such duties in the administration of this Escrow Trust Agreement. The Escrow Agent , and only such duties, as are specifically set forth in this Trust Agreement, each of which is ministerial (and shall not be construed as fiduciary) in nature, and no implied duties or obligations of any kind shall be indemnified and saved harmless by HUB and Consultant read into this Trust Agreement against or on part of the Trustee. g. In no event shall the Trustee be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever resulting directly from the Escrow Funds, or both, from and against any personal liability to which the Escrow Agent may be subject by reason of any alleged or actual Trustee’s own act or failure to act omission, so long as the alleged damage or loss was caused by actions taken by the Trustee in its capacity as Escrow Agent, or which it may incur arising out of or in connection with entering into this Escrow Agreement or carrying out its responsibilities hereunder, including costs and expenses of successfully defending the Escrow Agent against any claims of liability with respect thereto, otherwise than as a result furtherance of its gross negligence, willful misconduct or material breach of duties under this Escrow Trust Agreement. In addition, HUB and Consultant hereby covenant and agree not to ▇▇▇ the Escrow Agent for any liability arising out of any alleged or actual act or failure to act in its capacity as Escrow Agent (excluding gross negligence, willful misconduct or material breach of this Escrow Agreement). Should any controversy arise between or among the Escrow Agent and any other party hereto with respect to (i) this Escrow Agreement, or (ii) any rights to payment, application or delivery of the Escrow Funds, or any part thereof, and a substitute escrow agent is not appointed pursuant to Section 9 hereof, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate judicial proceeding in any court of competent jurisdiction to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other judicial proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Escrow Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from such litigation.