Fees and Expenses of the Trustee. The Trustee will invoice US Gold for its fees and expenses under this Agreement. US Gold, Callco and Exchangeco jointly and severally agree to pay the Trustee reasonable compensation for all of the services rendered by it under this Agreement and will reimburse the Trustee for all reasonable expenses (including Taxes other than Taxes based on the net income or capital of the Trustee, fees paid and disbursements reimbursed to legal counsel and other experts and advisors and agents and assistants, and travel expenses) and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency, and including fees and expenses for attendance at any US Gold Meeting, reasonably incurred by the Trustee in connection with its duties under this Agreement; provided that US Gold, Callco and Exchangeco shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation or any such proceedings in which the Trustee is determined to have acted in bad faith or with fraud, gross negligence, recklessness or wilful misconduct.
Appears in 4 contracts
Samples: Voting and Exchange Trust Agreement (U S Gold Corp), Voting and Exchange Trust Agreement (U S Gold Corp), Arrangement Agreement (U S Gold Corp)
Fees and Expenses of the Trustee. The Trustee will invoice US Gold Coeur for its fees and expenses under this Agreementagreement. US Gold, Callco Coeur and Exchangeco Acquisitionco jointly and severally agree to pay the Trustee reasonable compensation for all of the services rendered by it under this Agreement agreement and will reimburse the Trustee for all reasonable expenses (including Taxes including, but not limited to, taxes other than Taxes taxes based on the net income or capital of the Trustee, fees paid and disbursements reimbursed to legal counsel and other experts and advisors and agents and assistants, and travel expenses) and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency, and including fees and expenses for attendance at any US Gold Coeur Meeting, reasonably incurred by the Trustee in connection with its duties under this Agreementagreement; provided that US Gold, Callco Coeur and Exchangeco Acquisitionco shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation or any such proceedings in which the Trustee is determined to have acted in bad faith or with fraud, gross negligence, recklessness or wilful misconduct.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Coeur D Alene Mines Holdings Co)