Common use of Fees, Charges and Expenses Clause in Contracts

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.

Appears in 26 contracts

Samples: Deposit Agreement (BAC Capital Trust XIII), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

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Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder No charges and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and or any redemption or exchange of the Stock at the option of the CorporationDepositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the depository arrangements. All other transfer Depositary in connection with the initial deposit of the Preferred Stock and other taxes and governmental charges shall be at the expense initial issuance of Holders of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. If, at If a holder of Receipts requests the request of a Holder of ReceiptsDepositary to perform duties not required under this Deposit Agreement, the Depository incurs charges or expenses for which Depositary shall notify the Corporation is not otherwise liable hereunderholder of the cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Holder holder will thereafter be liable for such the charges and expenses; providedexpenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, howeverin each case, that fees and expenses of counsel) incident to the Depository may, at its sole option, request that performance of their respective obligations hereunder will be promptly paid by the Corporation direct a Holder of a Receipt Company pursuant to prepay such terms as the Depository any charge or expense Company and the Depository has been asked to incur at the request of such Holder of ReceiptsDepositary shall agree in good faith. The Depository Depositary shall present its statement for charges fees and expenses to the Corporation Company every month or at such other intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 20 contracts

Samples: Deposit Agreement (Alta Equipment Group Inc.), Deposit Agreement (Alta Equipment Group Inc.), Deposit Agreement (B. Riley Financial, Inc.)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Appears in 13 contracts

Samples: Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 10 contracts

Samples: Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 9 contracts

Samples: Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expensesfees) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 6 contracts

Samples: Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s 's Agent) in connection with the services rendered by it (or such agent or Depository’s 's Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 6 contracts

Samples: Deposit Agreement (First Horizon National Corp), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Merrill Lynch & Co Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 5 contracts

Samples: Deposit Agreement (Stifel Financial Corp), Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 5 contracts

Samples: Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Metlife Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series B Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 5 contracts

Samples: Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Stifel Financial Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 4 contracts

Samples: Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Associated Banc-Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 4 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Us Bancorp \De\), Deposit Agreement (Us Bancorp \De\)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 4 contracts

Samples: Deposit Agreement (Schwab Charles Corp), Deposit Agreement (EverBank Financial Corp), Deposit Agreement (EverBank Financial Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 4 contracts

Samples: Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 4 contracts

Samples: Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Stifel Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series G Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series G Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series G Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/), Deposit Agreement (Us Bancorp \De\)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series H Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series H Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/), Deposit Agreement (Us Bancorp \De\)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Triumph Bancorp, Inc.), Deposit Agreement (Mb Financial Inc /Md), Deposit Agreement (First Pactrust Bancorp Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (First Guaranty Bancshares, Inc.), Deposit Agreement (CNB Financial Corp/Pa), Deposit Agreement (Fifth Third Bancorp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Stifel Financial Corp), Deposit Agreement (Regions Financial Corp), Deposit Agreement (City National Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series B Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Synchrony Financial), Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which it or the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 2 contracts

Samples: Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expensesfees) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock from time to time and the initial issuance of the Depositary Shares from time to time, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.of

Appears in 2 contracts

Samples: Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 2 contracts

Samples: Deposit Agreement (Washington Federal Inc), Deposit Agreement (Synchrony Financial)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as separately agreed upon with the Corporation Corporation, in accordance with such agreed-upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent without negligence, gross negligence or willful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 2 contracts

Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (Banc of California, Inc.)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 2 contracts

Samples: Deposit Agreement (First Horizon Corp), Deposit Agreement (First Horizon National Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 2 contracts

Samples: Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation Fund agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation Fund for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Fund shall pay all charges of the Depository in connection with the initial deposit of the Stock MuniFund Term Preferred Shares of any series and the initial issuance of the Depositary Shares with respect thereto and any redemption or exchange of the Stock at the option MuniFund Term Preferred Shares of the Corporationa series. The Corporation Fund shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation Fund is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation Fund direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation Fund at such intervals as the Corporation Fund and the Depository may agree.

Appears in 2 contracts

Samples: Depositary Receipts Agreement (Nuveen Arizona Premium Income Municipal Fund Inc), Depositary Receipts Agreement (Nuveen Select Quality Municipal Fund Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series F Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation /Ut/), Deposit Agreement (Us Bancorp \De\)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series N Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series N Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series N Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation Bank agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Bank for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation Bank shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock Preferred Shares Series C-1 and the initial issuance of the Depositary Shares, all withdrawals of Preferred Shares Series C-1 by owners of Depositary Shares, and any redemption or exchange of the Stock Preferred Shares Series C-1 at the option of the CorporationBank. The Corporation Bank shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Bank is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Bank at such intervals as the Corporation Bank and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Canada)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series P Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series P Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series P Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation Depositary compensation, in accordance with a fee schedule to be mutually agreed upon with the Corporation upon, for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series N Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series N Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series N Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All depositary arrangements and shall require Holders of Depositary Shares evidenced by Receipts to pay all other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receiptscharges. The Depository Depositary shall not have any duty or obligation to take any action under this or any other section of this Deposit Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agreeagree using the Ariba invoicing system (or using such other system or means of presenting statements for charges and expenses as the Corporation and the Depositary may mutually agree from time to time hereafter).

Appears in 1 contract

Samples: Deposit Agreement (Bb&t Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith actual fraud (each as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Fulton Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Regions Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.59917810_4

Appears in 1 contract

Samples: Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series I Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series I Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series I Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (United Community Banks Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series Q Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series Q Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series Q Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered and documented by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes taxes, assessments and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes taxes, assessments and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company once every three months or at such other intervals as the Corporation Company and the Depository Depositary may agree. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.7.

Appears in 1 contract

Samples: Deposit Agreement (CMS Energy Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series H Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series H Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.-19- ActiveUS 167765364v.7

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series O Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series O Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series O Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.

Appears in 1 contract

Samples: Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series I Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series I Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series I Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock of each series and the initial issuance of the Depositary Shares relating to such Stock, all withdrawals of shares of such Stock by owners of related Depositary Shares, and any redemption or exchange of the such Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Goldman Sachs Group Inc/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series R Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series R Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series R Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

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Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, gross negligence or willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series AA Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series AA Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series AA Preferred Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Wells Fargo & Company/Mn)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Wachovia Corp New)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Banc of California, Inc.)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository Depository, any Transfer Agent and any Registrar for its their reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by in the Depository without negligencepreparation, willful misconduct or bad faith on its part (or on delivery, amendment, administration and execution of this Agreement and incident to the part performance of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) their respective obligations hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Designated Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Designated Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Record Holders of Depositary Shares evidenced by Receipts. If, at the request of a Record Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Record Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.

Appears in 1 contract

Samples: Deposit Agreement (Umpqua Holdings Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation Depositary compensation, in accordance with a fee schedule to be mutually agreed upon with the Corporation upon, for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series P Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series P Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series P Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All depositary arrangements and shall require Holders of Depositary Shares evidenced by Receipts to pay all other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receiptscharges. The Depository Depositary shall not have any duty or obligation to take any action under this or any other section of this Deposit Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agreeagree using the Ariba invoicing system (or using such other system or means of presenting statements for charges and expenses as the Corporation and the Depositary may mutually agree from time to time hereafter).

Appears in 1 contract

Samples: Deposit Agreement (Truist Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be in accordance with a mutually agreed upon with the Corporation fee schedule for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Comerica Inc /New/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation Corporation, for all services rendered by the Depository Depositary, Depositary’s Agent, Dividend Disbursement Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable and documented out-of-pocket expenses (including reasonable and documented counsel fees and expensesexpenses \) incurred by the Depository Depositary, Depositary’s Agent, Dividend Disbursement Agent, Transfer Agent and Registrar without gross negligence, willful misconduct misconduct, or bad faith actual fraud (each as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the shares of Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the shares of Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by ReceiptsShares. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Jackson Financial Inc.)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series L Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series L Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series L Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligenceDepositary, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) , Registrar and Transfer Agent in connection with the services rendered by it (or such agent or DepositoryDepositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (ConnectOne Bancorp, Inc.)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, gross negligence or willful misconduct or bad faith on its part (or on the part each as determined by a final, non-appealable judgment by a court of any agent or Depository’s Agentcompetent jurisdiction) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Lincoln National Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, gross negligence or willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series BB Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series BB Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series BB Preferred Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Wells Fargo & Company/Mn)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.of

Appears in 1 contract

Samples: Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series G Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series G Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series G Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series F Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series H Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series H Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered and documented by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company once every three months or at such other intervals as the Corporation Company and the Depository Depositary may agree. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.7.

Appears in 1 contract

Samples: Deposit Agreement (Argo Group International Holdings, Ltd.)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation Company for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable documented out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a non-appealable judgment, order, decree or on the part ruling of any agent or Depository’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Stock Preferred Shares and the initial issuance of the Depositary Shares, all withdrawals of shares of the Preferred Shares by owners of Depositary Shares, and any redemption or exchange of shares of the Stock Preferred Shares at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (SVB Financial Group)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series J Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series J Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series J Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, gross negligence or willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Northern Trust Corp)

Fees, Charges and Expenses. The Corporation Bank agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Bank for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation Bank shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock Preferred Shares Series C-2 and the initial issuance of the Depositary Shares, all withdrawals of the Preferred Shares Series C-2 by owners of Depositary Shares, and any redemption or exchange of the Stock Preferred Shares Series C-2 at the option of the CorporationBank. The Corporation Bank shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Bank is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Bank at such intervals as the Corporation Bank and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Canada)

Fees, Charges and Expenses. The Corporation agrees to promptly to pay compensate the Depository Depositary hereunder, in accordance with fee schedule listed in Schedule 2 attached hereto (the compensation to “Fees”). The Fees may be agreed upon with the adjusted annually. The Corporation for all services rendered by the Depository hereunder and also agrees to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without negligence, willful misconduct or bad faith (each as determined by the final, non-appealable order of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Sovereign Bancorp Inc)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series K Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series K Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series K Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series J Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series J Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series J Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its the part of the Depositary (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series B Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay to the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (First Merchants Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered and documented by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Wintrust Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expensesfees) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined in a final, non-appealable opinion by a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Allstate Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation Depositary compensation, in accordance with a fee schedule to be mutually agreed upon with the Corporation upon, for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series O Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series O Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series O Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All depositary arrangements and shall require Holders of Depositary Shares evidenced by Receipts to pay all other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receiptscharges. The Depository Depositary shall not have any duty or obligation to take any action under this or any other section of this Deposit Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agreeagree using the Ariba invoicing system (or using such other system or means of presenting statements for charges and expenses as the Corporation and the Depositary may mutually agree from time to time hereafter).

Appears in 1 contract

Samples: Deposit Agreement (Truist Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series F Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.56631336_3

Appears in 1 contract

Samples: Deposit Agreement (Bank of America Corp /De/)

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares and any redemption redemption, conversion or exchange of the Stock at the option deposited shares of the CorporationSeries A Preferred Stock. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree.

Appears in 1 contract

Samples: Deposit Agreement (Global Geophysical Services Inc)

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