Indemnification of Trustee. The Company shall indemnify, defend and hold the Trustee harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) asserted against, imposed on or suffered or incurred by the Trustee in the good-faith carrying out of his duties and responsibilities hereunder and in his good-faith compliance with any written instructions delivered to him by the Company with respect thereto.
Appears in 8 contracts
Sources: Trust Agreement (American Standard Companies Inc), Trust Agreement (American Standard Companies Inc), Trust Agreement (American Standard Companies Inc)
Indemnification of Trustee. The Company shall indemnifyand hereby agrees to fully indemnify the Trustee for, defend and hold the Trustee harmless from and against against, any claimloss, liability, cost claim, damage or expense (including reasonable attorneys’ feesthe costs and expenses of defending against any claim or liability and enforcing its rights hereunder) asserted against, imposed on incurred without gross negligence or suffered or incurred willful misconduct by the Trustee in the good-faith carrying and arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with any written instructions delivered to him by its acting as Trustee under the Company with respect theretoIndenture.
Appears in 5 contracts
Sources: Loan Agreement (Agl Resources Inc), Loan Agreement (Agl Resources Inc), Loan Agreement (Agl Resources Inc)
Indemnification of Trustee. The Company shall indemnify, defend agrees to indemnify and hold harmless the Trustee harmless from and against any claimand all claims, liabilitydemands, cost or expense causes of action, losses, damages, liabilities, costs and expenses (including reasonable including, without limitation, attorneys’ feesfees and court costs) at any time asserted against, imposed on or suffered against or incurred by the Trustee in the good-faith carrying by reason of, arising out of his duties and responsibilities hereunder and or in his good-connection with the execution of this Supplemental Indenture incurred without negligence or bad faith compliance with any written instructions delivered to him by the Company with respect theretoon its part.
Appears in 4 contracts
Sources: Third Supplemental Indenture for 6.25% Senior Subordinated Notes Due 2014 (Denbury Resources Inc), Fifth Supplemental Indenture (Denbury Resources Inc), Third Supplemental Indenture (Denbury Resources Inc)
Indemnification of Trustee. The Company Trustee shall indemnify, defend be indemnified and hold the Trustee held harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) asserted against, imposed on or suffered or incurred by the Trustee in the good-faith carrying out of his duties and responsibilities hereunder and in his good-faith compliance with any written instructions delivered to him by the Company with respect theretofor any damages, costs, expenses, judgments, attorney’s fees or cost of litigation incurred in the performance of the Trustee’s duties under this trust, provided, however, the Trustee shall not be indemnified and held harmless for its own willful default or gross negligence.
Appears in 3 contracts
Sources: Agreement, Equity Purchase Agreement (Staktek Holdings Inc), Equity Purchase Agreement (Staktek Holdings Inc)
Indemnification of Trustee. The Company shall indemnifyand hereby agrees to indemnify the Trustee for, defend and hold the Trustee harmless from and against against, any claimloss, liability, cost liability or expense (including reasonable attorneys’ feesthe costs and expenses of defending against any claim of liability) asserted against, imposed on incurred without gross negligence or suffered or incurred willful misconduct by the Trustee in the good-faith carrying and arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with its acting as Trustee under the Indenture, the Mortgage or any written instructions delivered to him by the Company with respect thereto.other Loan Document. [END OF ARTICLE VIII]
Appears in 2 contracts
Sources: Loan Agreement (NPR Inc), Loan Agreement (Sjit Inc)
Indemnification of Trustee. The Company shall indemnifybe and hereby agrees to indemnify the Trustee for, defend and hold the Trustee harmless from and against against, any claimloss, liability, cost liability or expense (including reasonable attorneys’ feesthe costs and expenses of defending against any claim of liability) asserted against, imposed on incurred without gross negligence or suffered or incurred willful misconduct by the Trustee in the good-faith carrying and arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with its acting as Trustee under the Indenture, the Mortgage or any written instructions delivered to him by the Company with respect theretoother Loan Document.
Appears in 1 contract
Sources: Loan Agreement (Sjit Inc)
Indemnification of Trustee. The Company shall indemnify, indemnify and defend and hold the each person acting as Trustee harmless from and against any claimand all claims, liabilityloss, cost or expense damages, expenses (including reasonable attorneys’ attorneys fees) asserted against), imposed on and liability arising from any action or suffered failure to act in connection with the administration of the Plan or incurred by the Trustee in Trust, except when the good-faith carrying out same is judicially determined to be due to the gross negligence or willful misconduct of his duties and responsibilities hereunder and in his good-faith compliance with any written instructions delivered to him by the Company with respect theretosuch person.
Appears in 1 contract
Sources: Trust Agreement (Coastal Corp)
Indemnification of Trustee. The Company shall indemnify, defend agrees to indemnify the Trustee and hold the Trustee harmless from and against any claim, liability, cost liability or expense expenses incurred (including reasonable attorneys’ counsel fees) asserted against, imposed on the part of the Trustee arising out of or suffered in connection with the acceptance or incurred administration by the Trustee in the good-faith carrying out of his duties hereunder, including the fees, costs and responsibilities hereunder and in his good-faith compliance with expenses of defending himself against any written instructions delivered to him by the Company with respect theretoclaims of liability hereunder.
Appears in 1 contract
Sources: Stockholder's Trust Agreement (Conmat Technologies Inc)
Indemnification of Trustee. The Company shall indemnify, defend agrees to indemnify and hold harmless the Trustee harmless from and against any claimand all claims, liabilitydemands, cost or expense causes of action, losses, damages, liabilities, costs, and expenses (including reasonable including, without limitation, attorneys’ feesfees and court costs) at any time asserted against, imposed on or suffered against or incurred by the Trustee by reason of, arising out of, or in connection with the good-execution of this Supplemental Indenture incurred without negligence or bad faith carrying out of his duties and responsibilities hereunder and in his good-faith compliance with any written instructions delivered to him by the Company with respect theretoon its part.
Appears in 1 contract
Indemnification of Trustee. The Company shall indemnifyand hereby agrees to indemnify the Trustee for, defend and hold the Trustee harmless from and against against, any claimloss, liability, cost liability or expense (including reasonable attorneys’ feesthe costs and expenses of defending against any claim of liability) asserted against, imposed on incurred without gross negligence or suffered or incurred willful misconduct by the Trustee in the good-faith carrying and arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with its acting as Trustee under the Indenture, the Mortgages or any written instructions delivered to him by the Company with respect thereto.other Lease Document. [END OF ARTICLE X]
Appears in 1 contract
Sources: Lease Agreement (Sjit Inc)
Indemnification of Trustee. The Company shall indemnify, defend will indemnify Trustee and hold the Trustee it harmless from and against all claims, liabilities, legal fees and expenses that may be asserted against it, otherwise than on account of the Trustee's own negligence or willful misconduct (as found by a final judgment of a court of competent jurisdiction) by reason of the Trustee's taking or refraining from taking any claimaction in accordance with the Trust agreement, liability, cost whether or expense (including reasonable attorneys’ fees) asserted against, imposed on not Trustee is a party to a legal proceeding or suffered or incurred by the Trustee in the good-faith carrying out of his duties and responsibilities hereunder and in his good-faith compliance with any written instructions delivered to him by the Company with respect theretootherwise.
Appears in 1 contract
Sources: Trust Agreement (Graco Inc)
Indemnification of Trustee. The Company shall indemnify, defend agrees to indemnify and hold harmless the Trustee harmless from and against any claimand all claims, liabilitydemands, cost or expense causes of action, losses, damages, liabilities, costs and expenses (including reasonable including, without limitation, attorneys’ feesfees and court costs) at any time asserted against, imposed on or suffered against or incurred by the Trustee in the good-faith carrying by reason of, arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with any written instructions delivered the execution of this Supplemental Indenture, except for the Trustee’s own grossly negligent action, its own grossly negligent failure to him by the Company with respect theretoact, or its own willful misconduct.
Appears in 1 contract
Sources: First Supplemental Indenture (American Greetings Corp)
Indemnification of Trustee. The Company shall indemnify, defend agrees to indemnify the Trustee and to hold the Trustee harmless from and against any claimand all claims, liabilitydemands, cost or expense causes of action, losses, damages, liabilities, costs and expenses (including reasonable including, without limitation, attorneys’ feesfees and court costs) at any time asserted against, imposed on or suffered against or incurred by the Trustee in the good-faith carrying by reason of, arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with any written instructions delivered the execution of this First Supplemental Indenture, except for the Trustee’s own negligent action, its own negligent failure to him by the Company with respect theretoact, or its own willful misconduct.
Appears in 1 contract
Indemnification of Trustee. The Company shall indemnify, defend and hold the Trustee harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ ' fees) asserted against, imposed on or suffered or incurred by the Trustee in the good-faith carrying out of his duties and responsibilities hereunder and in his good-faith compliance with any written instructions delivered to him by the Company with respect thereto.
Appears in 1 contract
Indemnification of Trustee. The Company shall indemnifyand hereby agrees to indemnify the Trustee for, defend and hold the Trustee harmless from and against against, any claimloss, liability, cost liability or expense (including reasonable attorneys’ feesthe costs and expenses of defending against any claim of liability) asserted against, imposed on incurred without gross negligence or suffered or incurred willful misconduct by the Trustee in the good-faith carrying and arising out of his duties and responsibilities hereunder and or in his good-faith compliance connection with its acting as Trustee under the Indenture, the Mortgage or any written instructions delivered to him by the Company with respect theretoother Loan Document.
Appears in 1 contract
Sources: Loan Agreement (Sjit Inc)