Common use of Compensation; Expenses; Indemnification Clause in Contracts

Compensation; Expenses; Indemnification. The Guarantor agrees to pay to the Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Guarantee Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); except as otherwise expressly provided herein or in the writing referred to above, to reimburse the Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any loss, liability, claim, damage or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 8.02 shall survive the termination of this Guarantee Agreement.

Appears in 4 contracts

Samples: Preferred Securities Guarantee Agreement, Preferred Securities Guarantee Agreement (Ally Financial Inc.), Preferred Securities Guarantee Agreement (Ally Financial Inc.)

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Compensation; Expenses; Indemnification. The Guarantor agrees to pay to the Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Guarantee Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); except as otherwise expressly provided herein or in the writing referred to above, to reimburse the Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any loss, liability, claim, damage or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 8.02 8.2 shall survive the termination of this Guarantee Agreement.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement, Trust Preferred Securities Guarantee Agreement (Gmac Inc.)

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Compensation; Expenses; Indemnification. The Guarantor agrees to pay to the Capital Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Capital Guarantee Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); except as otherwise expressly provided herein or in the writing referred to above, to reimburse the Capital Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Capital Guarantee Trustee in accordance with any provision of this Capital Securities Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any loss, liability, claim, damage or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 8.02 8.2 shall survive the termination of this Guarantee AgreementCapital Securities Guarantee.

Appears in 1 contract

Samples: Securities Guarantee Agreement (Citigroup Inc)

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