Compensation, Remedies and Indemnification Sample Clauses

Compensation, Remedies and Indemnification. (a) With respect to each series of Taxable Auction Rate Series 1997-1 Notes, not later than 12:00 noon, New York City time, on the first Interest Payment Date relating to such series, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to such Interest Payment Date (or, if such series of Taxable Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such Interest Payment Date, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Taxable Auction Rate Series 1997-1 Notes of such series on the date of original issuance of the Series 1997-1 Notes.
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Compensation, Remedies and Indemnification. (a) With respect to each Series of the Auction Rate Notes, not later than 12:00 noon on each Monthly Expense Payment Date, the Issuer shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection Account, a fee (the "Auction Agent Fee") in cash equal to the product of (i) 0.01% times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Auction Agent Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Notes of such Series outstanding since the later of the Closing Date or the date the Auction Agent Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Monthly Expense Payment Date.
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Compensation, Remedies and Indemnification. (a) [Reserved]
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Compensation, Remedies and Indemnification. (a) With respect to each series of Series 2004-C/D Notes, not later than 12:00 noon, New York City time, on October 1, 2004, the Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall pay in arrears to the Auction Agent, solely from moneys available therefor in the Administration Fund, an amount in cash equal to the product of (i) the Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the number of days from the Closing Date to October 1, 2004 (or, if such series of Series 2004-C/D Notes ceased to be outstanding prior to October 1, 2004, the date on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Series 2004-C/D Notes of such series on the date of original issuance of the Series 2004-C/D Notes.
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Compensation, Remedies and Indemnification. 16 6.5 Compensation of the Broker-Dealers............................ 17
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Compensation, Remedies and Indemnification. Relating to the Auction ------------------------------------------------------------------ Agent. ------
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Compensation, Remedies and Indemnification. (a) With respect to each Series of the Notes, not later than 12:00 noon on each Payment Date following the Interest Period relating to such Series of Notes, when such Interest Period is shorter than six months, or on the last Business Day of each calendar quarter, when the Interest Period relating to such Series of Notes is six months or longer, the Issuer shall pay to the Auction Agent, solely from moneys available therefor in the Revenue Fund, a fee (the "Auction Agent Fee") in cash equal to the product of (i) 0.01% times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Auction Agent Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Notes of such Series outstanding since the later of the Closing Date or the date the Auction Agent Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Payment Date.
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Related to Compensation, Remedies and Indemnification

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • 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; Remedies The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Indemnification and Remedies 37 13.1 Indemnification......................................................... 37 --------------- 13.2 Cumulative Remedies..................................................... 38 ------------------- 13.3 Equitable Remedies...................................................... 38 ------------------

  • Breach of Agreement and Indemnification 7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person 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 believed to be within the scope of 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, willful misconduct or willful breach of this Agreement.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • INDEMNIFICATION AND ATTORNEYS' FEES The Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in his capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend the Employee from any such lawsuits.

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