Compensation and Indemnification of the Owner Trustee Sample Clauses

Compensation and Indemnification of the Owner Trustee. SECTION 8.1. The Owner Trustee’s Compensation 15 SECTION 8.2. Indemnification 15 SECTION 8.3. Payments to the Owner Trustee 16 SECTION 8.4. Survival 16
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Compensation and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled from AmeriCredit Corp. (“AmeriCredit Corp.”) (as may be specified in a fee arrangement entered into between the Owner Trustee and AmeriCredit Corp.) or from the Depositor, to the extent that the Trust Property is not sufficient to promptly pay such amounts, to reasonable compensation for the services of the Owner Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and reimbursement for all reasonable out-of-pocket expenses, disbursements and advances incurred by the Owner Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation, reasonable expenses and reasonable disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may be incurred or arise out of the gross negligence or willful misconduct of the Owner Trustee. The Owner Trustee shall notify each Certificateholder at least ten (10) business days prior to any request by the Owner Trustee for compensation from the Trust Property pursuant to the foregoing sentence. Notwithstanding Section 6.03 of this Agreement and without limiting Section 8.07 hereof, the Owner Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Trust for the non-payment to the Owner Trustee of any amounts provided by this Agreement until one year and one day after the termination of this Trust in accordance with Section 8.05 of this Agreement. (b) AmeriCredit Corp., to the extent that the Trust Property is not sufficient to promptly pay such amounts, agrees to indemnify the Owner Trustee or any of its officers, directors, employees or agents for, and to hold each of them harmless against, any and all losses and liabilities, obligations, damages, penalties, taxes (excluding any taxes payable by Deutsche Bank Trust Company Delaware or any successor Owner Trustee appointed under Section 6.04 on or measured by any compensation for services rendered by the Owner Trustee under this Agreement), claims, actions, suits or out-of-pocket expenses or costs of any kind and nature whatsoever incurred or arising out of or in connection with the acceptance or administration of this trust or the transactions contemplated by the Underlying Transaction Documents, including the reasonable costs and out-of-pocket expenses of defending itself against any claim of liability in the premises, except...
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Compensation and Indemnification of the Owner Trustee. ORGANIZATIONAL EXPENSES 17 Section 7.1 Owner Trustee’s Fees and Expenses 17 Section 7.2 Indemnification of the Owner Trustee 17 Section 7.3 Organizational Expenses of the Issuer 18 Section 7.4 Certain Expenses of the Indenture Trustee 18 ARTICLE VIII TERMINATION 19 Section 8.1 Termination of Trust Agreement 19 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.1 Eligibility Requirements for the Owner Trustee 19 Section 9.2 Resignation or Removal of the Owner Trustee 20 Section 9.3 Successor Owner Trustee 20 Section 9.4 Merger or Consolidation of the Owner Trustee 21 Section 9.5 Appointment of Separate Trustee or Co-Trustee 21 Section 9.6 Compliance with Delaware Statutory Trust Act 22 ARTICLE X MISCELLANEOUS 23 Section 10.1 Supplements and Amendments 23 Section 10.2 No Legal Title to Trust Property in the Holder of the Residual Interest 25 Section 10.3 Limitation on Rights of Others 25 Section 10.4 Notices 25 Section 10.5 GOVERNING LAW 26 Section 10.6 WAIVER OF JURY TRIAL 26 Section 10.7 Severability 26 Section 10.8 Counterparts 26 Section 10.9 Headings 26
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Compensation and Indemnification of the Owner Trustee. ORGANIZATIONAL EXPENSES 17 Section 7.1. Owner Trustee's Fees and Expenses 17 Section 7.2. Indemnification of the Owner Trustee. 17 Section 7.3. Organizational Expenses of the Issuer 18 Section 7.4. Certain Expenses of the Indenture Trustee 18 ARTICLE VIII TERMINATION 19 Section 8.1. Termination of Trust Agreement. 19
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Compensation and Indemnification of the Owner Trustee. 16 SECTION 8.1. The Owner Trustee’s Compensation 16 SECTION 8.2. Indemnification 16 SECTION 8.3. Payments to the Owner Trustee 17 SECTION 8.4. Survival 17 ARTICLE IX TERMINATION OF TRUST AGREEMENT 17 SECTION 9.1. Termination of Trust Agreement 17 SECTION 9.2. Dissolution of the Issuer 17 SECTION 9.3. Limitations on Termination 17 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 18 SECTION 10.1. Eligibility Requirements for the Owner Trustee 18 SECTION 10.2. Resignation or Removal of the Owner Trustee 18 SECTION 10.3. Successor Owner Trustee 19
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Compensation and Indemnification of the Owner Trustee 
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Related to Compensation and Indemnification of the Owner Trustee

  • Compensation and Indemnification The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.

  • Indemnification of the Trustee Lululemon and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any 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 authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

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