Compensation and Reimbursement of Collateral Agent Sample Clauses

Compensation and Reimbursement of Collateral Agent. The Company agrees:
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Compensation and Reimbursement of Collateral Agent. The Pledgors further agree:
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Compensation and Reimbursement of Collateral Agent. The Issuer agrees, in each case without duplication of any expense reimbursements, indemnification payments or other payments made to Wxxxx Fargo Bank, National Association in its capacity as Loan Agent, pursuant to this Indenture and Credit Agreement:
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Compensation and Reimbursement of Collateral Agent. The Credit Parties agree:
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Compensation and Reimbursement of Collateral Agent. Indemnification of Collateral Agent. The Obligors agree: Table of Contents
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Compensation and Reimbursement of Collateral Agent. The Issuer will (a) pay to the Notes Collateral Agent from time to time reasonable compensation for all services rendered by the Notes Collateral Agent under this Agreement; (b) reimburse the Notes Collateral Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Notes Collateral Agent in accordance with any provision of this Agreement (including the reasonable fees and expenses and disbursements of its agents and counsel); and (c) indemnify and hold the Notes Collateral Agent, its Affiliates and their respective directors, officers, partners, members, trustees, employees, agents, managers, administrators, representatives and advisors harmless for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorney’s fees) or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Notes Collateral Agent in any way relating to or arising out of this Agreement or any other documents contemplated hereby or thereby or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or any such other documents or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by th Issuer, provided that the Issuer shall not be liable for any of the foregoing to the extent they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Notes Collateral Agent’s gross negligence, bad faith or willful misconduct. To the extent not prohibited by applicable law, any Person seeking to be indemnified under this Section 12 shall, upon obtaining knowledge thereof, use commercially reasonable efforts to give prompt written notice to the Issuer of the commencement of any action or proceeding giving rise to such indemnification claim, provided that the failure to give such notice shall not relieve the Issuer of any indemnification obligations hereunder. The provisions of this Section 12 shall survive the resignation or removal of the Notes Collateral Agent and the termination of this Agreement.
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Related to Compensation and Reimbursement of Collateral Agent

  • Compensation and Reimbursement The Company agrees:

  • Compensation and Reimbursement of Expenses The Trust hereby agrees to (i) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, (ii) reimburse the Delaware Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Delaware Trustee and any of the officers, directors, employees and agents of the Delaware Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of any duties contemplated by this Declaration, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Declaration.

  • Reimbursement of Costs City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.

  • Collateral Agent Compensation As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to a Collateral Agent Fee pursuant to the provision of Section 2.7(a)(1), Section 2.7(b)(1) or Section 2.8(1), as applicable. The Collateral Agent’s entitlement to receive the Collateral Agent Fee shall cease on the earlier to occur of: (i) its removal as Collateral Agent pursuant to Section 7.5 or (ii) the termination of this Agreement.

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