Common use of Fees, Expenses and Indemnity Clause in Contracts

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.

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 Customer agrees to pay to Province shall indemnify and hold harmless the Custodian such compensation for its services pursuant to this Agreement as Fiscal Agent against all claims, actions, demands, damages, costs, losses or liability which may be mutually agreed upon incurred by the Fiscal Agent by reason of, or in writing connection with, the Fiscal Agent’s appointment and duties as such, except as such result from time to time 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 Custodian’s reasonable out DTC Custodian on the same basis as aforesaid in respect of pocket or incidental expenses 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 performance 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 including and resignation or removal of the Fiscal Agent. (without limitationb) legal fees as described herein and/or deemed necessary The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. The obligations of the Fiscal Agent under this paragraph shall survive payment of the Notes, termination of this Agreement and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the sole judgment defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the Custodian indemnified party. In order to keep safe be entitled to an indemnity with respect to a claim hereunder, an indemnified party shall not, without the prior written consent of the indemnifying party, settle or protect compromise or consent to the Property entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Accountindemnifying party is an actual or potential party to such claim or action). The initial fee schedule is attached hereto as Exhibit D. Such fees will If an indemnifying party assumes the defense of any such action, the indemnifying party shall not be abated by, nor shall liable for any fees or expenses of the Custodian be required to account for, any profits or commissions received by legal advisors of the Custodian indemnified party incurred thereafter in connection with its provision of custody services under this agreementsuch action. The Customer hereby agrees to hold In no event shall the Custodian harmless from any liability or loss resulting from any taxes or other governmental charges, and any expense related thereto, which may indemnifying party 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 liable 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 more than one legal advisor for 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 indemnified party in connection with this Agreement, except in relation to any Loss resulting from the Custodian’s negligence, willful misconduct one action or fraud. The indemnification set forth in this clause shall survive the termination of this Agreement separate but similar or the earlier resignation or removal related actions arising out of the Custodiansame general allegations or circumstances.

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 '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.

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 '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 '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 '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.

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 '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 '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 '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.