Compensation; Indemnities Sample Clauses
The "Compensation; Indemnities" clause establishes the obligations of one party to compensate the other for losses, damages, or liabilities arising from specific events or breaches under the agreement. Typically, this clause outlines the circumstances under which compensation is owed, such as third-party claims or violations of contract terms, and may detail the process for making indemnity claims. Its core practical function is to allocate financial risk between the parties, ensuring that losses are fairly addressed and that parties are protected from certain liabilities that may arise during the course of their relationship.
Compensation; Indemnities. The Administrator will be entitled to payment of fees, reimbursement for, and indemnification with respect to, costs and expenses for services rendered hereunder to the extent provided in the Expense and Indemnity Agreement and the Administrator will not be entitled to seek any payment from the Trust with respect to its services hereunder.
Compensation; Indemnities. (a) The Company agrees to pay to the Administrator, in consideration for the Administrator's services described in paragraphs (a)-(c) of Section 1, an annual fee as determined periodically by the Company and the Administrator, which fee in no event shall exceed the value of the services provided by the Administrator to the Company on an arm-length basis.
(b) The Company shall pay and shall indemnify and hold harmless the Administrator and the Administrator's directors, officers, employees and agents (each of the foregoing an "Administrator Indemnified Person") from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, under any securities laws, rules or regulations) arising from or relating to the transactions contemplated hereby (all of the foregoing being collectively referred to as "Indemnified Amounts"), provided, however, that the Company shall have no obligation to indemnify any Administrator Indemnified Person hereunder in respect of Indemnified Amounts to the extent any such losses, liabilities, actions, suits, judgments, demands, damages, costs and expenses resulted from the negligence or willful misconduct of such Administrator Indemnified Person.
(c) The Administrator shall pay and shall protect, indemnify and hold harmless the Company and its directors, officers, employees and agents and all Persons affiliated with the Company (each of the foregoing a "Company Indemnified Person") from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of any nature (including, without limitation, under any securities laws, rules or regulations) arising from or relating to the Administrator's negligence or willful misconduct or that of its directors, officers, employees and agents in connection with the exercise of the Administrator's rights and/or the performance of the Administrator's duties hereunder.
(d) This Section 2 shall survive the termination of this Agreement.
Compensation; Indemnities. [ ] Section 3. Term .................................................. [ ] Section 4. Obligation to Supply Information....................
Compensation; Indemnities. The Administrator will be entitled to payment of fees, reimbursement for, and indemnification with respect to, costs and expenses for services rendered hereunder to the extent provided in the applicable Expense and Indemnity Agreement with Hartford Life and the Administrator will not be entitled to seek any payment from any Trust with respect to its services hereunder.
Compensation; Indemnities. Notwithstanding anything in the Agreement to the contrary, the Delaware Trustee will be entitled to payment of fees, reimbursement and indemnification with respect to costs and expenses, for services rendered hereunder to the extent provided in the applicable Expense and Indemnity Agreement and the Delaware Trustee will not be entitled to seek any payment from the Trust with respect to its services hereunder.
Compensation; Indemnities. (a) The Company agrees to pay to the Administrator, in consideration for the Administrator's services described in paragraphs (a)-(c) of Section 1, an annual fee as determined periodically by the Company and the Administrator, which fee in no event shall exceed the value of the services provided by the Administrator to the Company on an arm-length basis.
Compensation; Indemnities. 4 Section 5. Term. 4 Section 6.
Compensation; Indemnities. (a) The Company agrees to pay to the Administrator, in consideration for the Administrator's services described in Section 1 above, an annual fee as determined periodically by the Company and the Administrator, which fee in no event shall exceed the value of the services provided by the Administrator to the Company on an arms-length basis.
(b) The Company shall pay and shall indemnify and hold harmless the Administrator and the Administrator's directors, officers, employees and agents (each of the foregoing an "Administrator Indemnified Person") from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, under any securities laws, rules or regulations) arising
Compensation; Indemnities. SECTION 4.1. Compensation...............................................................11 SECTION 4.2. Indemnities................................................................11
Compensation; Indemnities. SECTION 4.1. COMPENSATION.....................................................9 SECTION 4.2. INDEMNITIES......................................................9