The indemnification of trustee clause ensures that a trustee is protected from personal financial loss by requiring the trust or related parties to compensate them for any expenses or liabilities incurred while performing their fiduciary duties. This clause is designed to shield the trustee from claims and legal actions that arise from their role, provided their conduct does not involve gross negligence or willful misconduct.
Indemnification of Trustee. The Trustee, its officers, agents and employees shall be indemnified by, and receive reimbursement from, the Trust Estate against and from any and all liability, expense, claims, damages or loss incurred by it individually or as Trustee in administration of the Trust and the Trust Estate or any part or parts thereof, including, without limitation, any liability, expense, claims, damages or loss arising out of or in connection with any liability under Environmental Laws, or the doing of any act done or performed or omission occurring on account of its being Trustee, except such liability, expense, claims, damages or loss as to which it is liable under Section 6.01(a). Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to the Trustee. Except as provided in Section 4.05, neither the Trustee, nor any officer, agent or employee of the Trustee shall be entitled to any reimbursement or indemnification from any Unit Holder for any liability, expense, claims, damages or loss incurred by the Trustee or any such officer, agent or employee, their right of reimbursement and indemnification, if any, being limited solely to the Trust Estate, whether or not the Trust Estate is exhausted without full reimbursement or indemnification of the Trustee or any such officer, agent or employee. For purposes of this Section 6.02, the term ‘the Trustee’ shall include a former trustee.”
Indemnification of Trustee. The Company shall indemnify and hold harmless the Trustee from, against and in respect of the full amount of any and all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel) (collectively, the “Indemnified Expenses”) paid or incurred by him as the result of, arising from, in connection with or incident to, any matter directly or indirectly related to this Agreement, other than any Indemnified Expenses that are proven by clear and convincing evidence to be the result of the gross negligence, willful misconduct or bad faith of the Trustee.
Indemnification of Trustee. The Parent and the Company shall fully indemnify, defend and hold the Trustee and its officers, directors, employees, and agents hereunder entirely harmless from and against any damages losses, liabilities and expenses, attorney’s fees, and disbursements that may be imposed on the Escrow Agent) incurred by the Trustee or any claim, demand or suit filed against the Trustee in connection with or as a result of this Agreement or relating to the Trustee’s holding of the Deposited Amount, unless such damages, claim or suit are caused by the fraud, gross negligence or breach of this Agreement by the Trustee. The indemnification according to this Section 11 shall include reasonable expenses and damages incurred by the Trustee as a result of the Trustee filing suit or a motion in court with respect to this Agreement or the transaction contemplated hereunder.
Indemnification of Trustee. New Transit and the Partnership jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents acting in accordance with this Agreement and the Voting Agreement (the “Trustee Indemnified Persons”) from and against any and all claims, demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, liabilities or obligations whatsoever including, without limitation, reasonable legal fees and disbursements and costs and expenses incurred in connection with the enforcement of this indemnity, which may be imposed on, incurred by or assessed against the Trustee Indemnified Parties which, without fraud, gross negligence, wilful misconduct, bad faith or the failure to comply with the standard of care referred to in Section 6.01 on the part of the Trustee Indemnified Parties, may be paid, incurred or suffered by the Trustee Indemnified Party by reason or as a result of its compliance with its duties set forth in this Agreement, the Voting Agreement or any written or oral instruction delivered to the Trustee by New Transit or the Partnership pursuant to this Agreement. In no case shall (1) the Trustee or any of its directors, officers, employees or agents have recourse to the Special Voting Shares or the Golden Share and (2) New Transit or the Partnership be liable under this Article Six unless New Transit and the Partnership shall be notified by the Trustee of the assertion of a claim or of any action commenced against the Trustee Indemnified Parties as soon as reasonably practicable after any of the Trustee Indemnified Parties shall have received a written assertion of such a claim. New Transit and the Partnership shall be entitled to participate at their own expense in the defence and, if New Transit and the Partnership so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been expressly authorized by New Transit or the Partnership, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and New Transit or the Partnership and the Trustee shall have been advised by counsel acceptable to New Transit or the Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to New Transit or the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case New Transit and the Partnership shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).
The foregoing indemnities will survive the removal or resignation of the Trustee or the termination of this Trust Agreement and the termination of the Trust. Each of the Trustee Indemnified Persons other than the Trustee is a third party beneficiary of the foregoing indemnity and the rights to indemnification of such Trustee Indemnified Persons are held in trust by the Trustee on behalf of such Trustee Indemnified Persons.
Indemnification of Trustee. Administrator shall indemnify the Trustee against, and hold the Trustee harmless from, any liability or expense (including reasonable counsel fees) relating to, or in any way connected with, the acceptance of its appointment as Trustee or acting as Trustee hereunder except for any liability or expense arising out of gross negligence or willful misconduct on the part of the Trustee. Without limiting the generality of the foregoing, the Trustee shall have no duty or responsibility for and shall not be deemed to have been grossly negligent with respect to, and Administrator shall indemnify and hold harmless the Trustee against, any liability arising out of the performance of its duties hereunder and under the Trust Agreement.
Indemnification of Trustee. The Participant hereby undertakes to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation to the Plan, Restricted Stock Units or shares of Stock issued thereunder. Subject to the terms hereof and all requirements of Section 102 including, but not limited to, the Required Holding Period, the Trustee shall take all steps necessary to effect the transfer to the Participant of the Shares to the Participant following his or her request to do so.
IRSA hereby affirms its obligations under Section 5.6 (Compensation and Indemnification of Trustee and Its Prior Claim) of the Indenture to indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Trustee in connection with its execution and performance of this First Supplemental Indenture.
Indemnification of Trustee for Actions Taken on Your Behalf. The MSFL Senior Debt Indenture contains a provision entitling the trustee, subject to the duty of the trustee during a default to act with the required standard of care, to be indemnified by the holders of debt securities issued under that indenture before proceeding to exercise any trust or power at the request of holders. (MSFL Senior Debt Indenture, Section 6.02). Subject to these provisions and some other limitations, the holders of a majority in aggregate principal amount of each series of outstanding debt securities of each affected series, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee. (MSFL Senior Debt Indenture, Section 5.09).
Indemnification of Trustee. Landgame agrees to indemnify, defend and hold harmless the Trustee to the fullest extent permitted by law from and against all taxes (other than taxes based on income), suits, actions, claims, losses, damages, expenses (including reasonable legal fees), penalties, assessments, liabilities, or other charges incurred by or assessed against the Trustee arising out of any action or omission in connection with the performance of his duties under this Trust Agreement, except for those express instances in which the Trustee is liable to Landgame pursuant to paragraph 17 above. The rights of the Trustee under this paragraph 20 shall survive termination of this Trust Agreement regardless of whether any taxes (other than taxes based on income), suits, actions, claims, losses, damages, expenses, penalties, assessments, liabilities, or other charges are incurred or assessed prior or subsequent to the termination of this Trust Agreement. Vitruvian has a good faith belief that the Trustee is an “Insured Person” under Vitruvian’s Investment Management Insurance policy.
Indemnification of Trustee. The Trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless the holders have offered reasonable security to the Trustee. (Section 8.02 of the Indenture.)
Indemnification of a trustee is a legal mechanism designed to protect trustees from personal liability for actions taken in good faith during the course of their duties. When a trustee is indemnified, they are entitled to reimbursement or protection against losses or liabilities incurred as a result of their role in managing a trust. This indemnity is usually outlined within the trust document or relevant contracts, ensuring the trustee can perform their responsibilities without fear of personal financial loss due to honest mistakes or unforeseen legal claims.
You should consider using indemnification of trustee provisions when establishing a trust or revising trust documents. This is particularly important when:
To write an indemnification of trustee clause, ensure that the provision clearly outlines the specific protections and conditions under which the trustee will be indemnified. Here is a concise example:
Indemnification Clause:
The Trustee shall be indemnified and held harmless by the Trust from and against any and all claims, liabilities, losses, damages, and expenses, including reasonable attorney’s fees, incurred while acting in good faith within the scope of their fiduciary duties, except to the extent that such liabilities arise from the Trustee’s own gross negligence, willful misconduct, or breach of fiduciary duty.
Key elements include:
Indemnification of trustee clauses are generally found in:
These contracts ensure that trustees are protected, promoting effective and unbiased administration of the trust.
Try our AI contract analysis and extract important clauses and information from existing contracts.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
Indemnification provisions are contractual clauses where one party agrees to compensate the other for certain losses or damages that may arise during the execution of the contract. These clauses are intended to allocate risk and ensure that the indemnified party is protected against specified claims or liabilities.
The indemnifying party clause outlines the obligations of one party to compensate or reimburse the other party for certain costs or damages incurred. This clause ensures that the indemnifying party takes financial responsibility for any specified liabilities, such as legal claims or losses, arising during the execution of the contract.
An indemnity clause is a contractual provision where one party agrees to compensate the other for certain costs and liabilities that may arise due to specified events or actions. This clause is designed to allocate risk by holding one party responsible for losses incurred by the other, providing financial protection in situations such as breaches of contract, negligence, or legal claims.
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