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SECTION IX
<br /> Miscellaneous
<br /> 9.01 Taxes Paid. If the"Administrator"is required to pay any tax or assessment
<br /> imposed by a government body or agency thereof, "EMPLOYER" shall promptly
<br /> reimburse the"Administrator". It is intended that the phrase"tax or assessment"
<br /> only refers to taxes and assessments which the"Administrator"is required to pay
<br /> on behalf of"EMPLOYER"or the Plan, including any claim for benefits under
<br /> the"Medicare Secondary"rules of the Social Security Act.
<br /> 9.02 "EMPLOYER" Liability for Benefits. Except to the extent set forth in Paragraph
<br /> 9.03, the"Administrator" shall not be personally liable for the payment of any
<br /> benefits or denial of payment of any benefits under the Plan, with all such benefits
<br /> being the sole obligation of"EMPLOYER" and payable by the"Administrator"
<br /> only out of funds deposited by "EMPLOYER"in the Account for that purpose.
<br /> 9.03 Indemnification of the Claims "Administrator". The "Administrator"shall use
<br /> ordinary care and reasonable diligence in the performance of its duties under this
<br /> Agreement. The"EMPLOYER" agrees to hold the"Administrator" and its
<br /> directors, officers, shareholders, and employees harmless from any and all
<br /> claims, lawsuits, settlements,judgments, costs and penalties , taxes and expenses,
<br /> including reasonable attorney fees,resulting from or arising out of or in
<br /> connection with this Agreement,unless a claim, lawsuit, etc. is the direct result or
<br /> consequence of the acts, omissions, fraud, criminal conduct, or bad faith on the
<br /> part of the"Administrator"or any of its directors, officers, shareholders or
<br /> employees.
<br /> In the event a claim, lawsuit, settlement,judgment, costs, penalties, taxes and
<br /> expenses, including reasonable attorney fees, are in fact a direct result and
<br /> consequences of the acts or omissions, fraud, criminal conduct or bad faith on the
<br /> part of the"Administrator"or any of its directors, officers, shareholders, or
<br /> employees, the"Administrator"then agrees to hold the "EMPLOYER" and its
<br /> Council Members, officers and employees harmless there from.
<br /> 9.04 Indemnification of "EMPLOYER". The"Administrator" agrees to hold
<br /> "EMPLOYER" and its directors, officers, shareholders, trustees and employees
<br /> harmless from any and all claims, lawsuits, settlements,judgments, costs,
<br /> penalties, taxes and expenses, including attorneys fees, resulting from or arising
<br /> out of or in connection with this Agreement, where it is determined by a court of
<br /> competent jurisdiction that the liability therefore was the direct consequence of
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