Common use of Indemnification by the Bank Clause in Contracts

Indemnification by the Bank. The Bank agrees to indemnify the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar against, and hold each of them harmless from and against, any fee, loss, claim, penalty, fine, settlement, judgment, damage liability, cost and expense (including reasonable attorneys’ fees and expenses) that may arise out of, or in connection with, its acting as Depositary, Depositary’s Agent, Transfer Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability arising out of the willful misconduct, gross negligence, or bad faith (each as finally determined by a court of competent jurisdiction) on the part of any such person or persons. The obligations of the Bank set forth in this Section 5.6 shall survive any resignation or removal of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Appears in 4 contracts

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

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