Fees, Expenses and Indemnity Sample Clauses

Fees, Expenses and Indemnity. The Customer agrees to pay to the Custodian such compensation for its services pursuant to this Agreement as may be mutually agreed upon in writing from time to time and the Custodian’s reasonable out of pocket or incidental expenses in connection with the performance of this Agreement including (without limitation) legal fees as described herein and/or deemed necessary in the sole judgment of the Custodian to keep safe or protect the Property in the Account. The initial fee schedule is attached hereto as Exhibit D. Such fees will not be abated by, nor shall the Custodian be required to account for, any profits or commissions received by the Custodian in connection with its provision of custody services under this agreement. The Customer hereby agrees to hold the Custodian harmless from any liability or loss resulting from any taxes or other governmental charges, and any expense related thereto, which may be imposed, or assessed with respect to any Property in an Account and also agrees to hold the Custodian, its Subcustodians, and their respective nominees harmless from any liability as a record holder of Property in such Account. After notice to and opportunity of the Customer to promptly pay undisputed items, the Custodian is authorized to charge the applicable Account for such undisputed items. Indemnities provided in this Agreement for Custodian’s costs and expenses shall include the fees and expenses of counsel to enforce the provisions of this Agreement, which may be charged against the Account as set forth above. The provisions of this Section 21 shall survive the termination of this Agreement. The Customer hereby agrees to indemnify the Custodian (and its officers, directors, subcustodians, employees and agents) and defend and hold the Custodian harmless from all losses, costs, damages, fees and expenses and liabilities for any claims, demands or actions (each referred to as a “Loss” or “Losses”), properly incurred by the Custodian in connection with this Agreement, except in relation to any Loss resulting from the Custodian’s negligence, willful misconduct or fraud. The indemnification set forth in this clause shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian.
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Fees, Expenses and Indemnity. The Borrower agrees to pay all out-of-pocket expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, all reasonable attorneys' fees. The provisions of Section 10.7 of the Credit Agreement shall apply fully to this Amendment.
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Fees, Expenses and Indemnity. The Borrower will pay each Lender executing this Amendment an upfront fee equal to 0.125% of such Lender's aggregate Commitment (under the Credit Agreement, whether drawn or unutilized). The Borrower agrees to pay all out-of-pocket expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, all reasonable attorneys' fees. The provisions of Section 10.7 of the Credit Agreement shall apply fully to this Amendment.
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Fees, Expenses and Indemnity. The fees and expenses of the Stock Exchange and the broker incurred by the parties hereto in connection with the Exchange Transaction and other costs, expenses and taxes, including CPMF resulting from Seller ceasing to be an open company, will be borne by Seller, provided Buyer engages a broker acceptable to Seller in its reasonable discretion, expected to be Banco Pactual S.A. or an Affiliate of Banco Pactual S.A. If, in the Exchange Transaction, Buyer is required to pay more than the Purchase Price to purchase the Shares because of one or more third party bids, Seller shall promptly indemnify Buyer for such excess amount.
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Fees, Expenses and Indemnity. 3.1 During the time period that RTIN markets and utilizes these Assets under the name APS, RTIN will be responsible for all Assets under the name APS
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Fees, Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties as Fiscal Agent, the Province shall pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent. The Province shall indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses or liability which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC less any amounts received by the DTC Custodian from DTC in connection with any applicable indemnity provided by DTC to the DTC Custodian but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall upon presentation of substantiating documentation satisfactory to the Province acting reasonably, reimburse the Fiscal Agent for reasonable expenses and disbursements incurred by it in connection with their services. The obligation of the Province under this paragraph shall survive payment of the Notes, termination of this Agreement and resignation or removal of the Fiscal Agent.
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Fees, Expenses and Indemnity. The Company will pay each Holder executing this Amendment an upfront fee equal to 0.50% of the principal amount of Notes held by such Holder on the date hereof. The Company agrees to pay all out-of-pocket expenses incurred by the Holders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, all reasonable attorneys' fees. The provisions of Section 16.1 of the Note Purchase Agreements shall apply fully to this Amendment.
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Related to Fees, Expenses and Indemnity

  • Fees Expenses and Indemnities (a) [Monthly][Annual][Upfront] Fee. The Servicer will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, [a monthly][an annual][an upfront] fee of $[●]. The [monthly][annual][upfront] fee will be payable by the Servicer on the Closing Date and on each anniversary thereof until this Agreement is terminated; provided, that in the year in which all public Notes are paid in full, the annual fee shall be reduced pro rata by an amount equal to the days of the year in which the public Notes are no longer outstanding.

  • Expenses and Indemnity In connection with the Registrar’s appointment and duties as Registrar, EDC will pay the Registrar compensation in an amount separately agreed upon by EDC and the Registrar. EDC will indemnify and hold harmless the Registrar and each Paying Agent (which shall include each of their officers, directors and employees when acting in their capacities as agents) against all claims, actions, demands, damages, costs (including reasonable fees of counsel), expense, losses or liability which may be incurred by the Registrar or any Paying Agent by reason of, or in connection with, the Registrar’s or any Paying Agent’s appointment and duties as such including any duties pursuant to the terms and conditions herein or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Section 7(f) above, except as such result from any negligent act or omission, bad faith or willful misconduct of the Registrar or any Paying Agent or their respective directors, officers, employees or agents. In addition, EDC shall, pursuant to arrangements separately agreed upon by EDC and the Registrar, transfer to the Registrar, upon presentation of reasonable substantiating documentation satisfactory to EDC, amounts sufficient to reimburse the Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with their services. The obligation of EDC under this paragraph shall survive payment of the Bonds, termination of this Agreement and resignation or removal of the Registrar.

  • Costs, Expenses and Indemnification (a) Each Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the Basic Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto).

  • Compensation, Expenses and Indemnity The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

  • Expenses and Indemnities 64 10.1 Expenses.......................................................................................64 10.2 Indemnification................................................................................65

  • Compensation, Expenses and Indemnification (a) The Fund shall pay to the Auction Agent from time to time reasonable compensation for all services rendered by it under this Agreement and under the Broker-Dealer Agreements as shall be set forth in a separate writing signed by the Fund and the Auction Agent, subject to adjustments if the Preferred Shares no longer are held of record by the Securities Depository or its nominee or if there shall be such other change as shall increase or decrease materially the Auction Agent's obligations hereunder or under the Broker-Dealer Agreements.

  • Fees, Expenses and Reimbursement (a) So long as the Administrator provides Administrative Services to the Company, it shall be entitled to receive reasonable and customary fees for such services as well as out-of-pocket expenses as may be agreed to by the Administrator and the Company pursuant to a separate written agreement.

  • Expenses and Indemnification (a) The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

  • Legal Fees, Other Costs and Indemnification The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

  • Fees, Expenses, etc The Administrative Agent shall have received for its account and the account of each Lender, all other fees, costs and expenses, if any, due and payable pursuant to the Section 14.03 (including the Administrative Agent’s and the Lenders’ legal fees and expenses).

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