Common use of Compensation, Reimbursement and Indemnification Clause in Contracts

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (which compensation will 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, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the Company, a Guarantor, any Holder or any other Person.

Compensation, Reimbursement and Indemnification. (a) The Company shall covenants and agrees to pay to the TrusteeTrustee from time to time, and the Trustee shall be entitled to such compensation as shall be paid, such compensation, agreed in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, ) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (which compensation will 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 hereinTrustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the reasonable expenses and disbursements of its agents, counsel and agents and of all Persons persons not regularly in its employ, ) except any such expense expense, disbursement or disbursement advance as may arise from its own negligence negligence, willful misconduct or willful misconductbad faith. The Company shall also covenants and agrees to the fullest extent permitted by law, to indemnify each of the Trustee Trustee, or any predecessor Trustee (and their Trustee, its officers, employees, directors, shareholders and agents, directors and employees) for, and shall to hold them harmless against, any and all loss, liabilitydamage, claim, damage liability or expense, including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Trustee or any predecessor Trustee), reasonably incurred by the Trustee without negligence or negligence, willful misconduct or bad faith on its part and part, arising out of or in connection with the acceptance or administration or of the trusts and its duties under this Indenture, including the enforcement of this trust, including provision and the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted by the Company, a Guarantor, any Holder of its powers or any other Personduties hereunder.

Compensation, Reimbursement and Indemnification. (a) The Company Issuers shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company Issuers and the Trustee from time to time may agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (which compensation will 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, the Company Issuers will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed to in writing between the Trustee and the Company Issuers from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Issuers shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the CompanyIssuers, a Guarantor, any Holder or any other Person.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company and the Trustee from time to time may agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust)Trustee. Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable documented and out-of-pocket expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, ) except any such expense or disbursement as may arise from shall have been caused by its own negligence negligence, willful misconduct or willful misconductbad faith. The Company shall indemnify the Trustee or any predecessor Trustee (and their its officers, agents, directors and employees) for, and shall hold them it harmless against, any and all loss, liability, claim, damage or expense, including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, reasonably incurred by willful misconduct or bad faith on the part of the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee so to notify the Company shall not relieve the Company of its obligations hereunder, except to the extent that the Company has been prejudiced by such failure. The Company shall defend the claim and the Trustee shall cooperate, to the extent reasonable, in the defense of any such claim, and, if (in the opinion of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of separate counsel to the Trustee. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed.

Compensation, Reimbursement and Indemnification. (a) The Company Issuer shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company Issuer and the Trustee from time to time may agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (which compensation will 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, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed to in writing between the Trustee and the Company Issuer from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Issuer shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, court costs, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trusttrust (including this Section), including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the CompanyIssuer, a Guarantor, any Holder or any other Person.