Common use of Indemnification by the Corporation Clause in Contracts

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

Appears in 19 contracts

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

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Indemnification by the Corporation. Subject Notwithstanding Section 5.3 to Section 5.3the contrary, the Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the DepositoryDepositary, any Registrar or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository Depositary set forth in this Section 5.6 shall survive any resignation or succession of any Depositary, Registrar or Depositary’s Agent or the termination of this Agreement and any succession of any Depository, Registrar or Depository’s AgentDeposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc /Md/), Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (Huntington Bancshares Inc/Md)

Indemnification by the Corporation. Subject to Section 5.3, the The Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the DepositoryDepositary, any Registrar Registrar, any Transfer Agent or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on the respective parts of any such person Person or personsPersons. The obligations of the Corporation and the rights of the Depository Depositary set forth in this Section 5.6 5.7 shall survive the termination of this Deposit Agreement and any resignation or replacement, removal, succession of any DepositoryDepositary, Registrar Registrar, Transfer Agent or DepositoryDepositary’s Agent.

Appears in 5 contracts

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

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

Appears in 4 contracts

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

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s 's Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s 's Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s 's Agent.. 17

Appears in 4 contracts

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

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any the Depository’s Agent Agents and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

Appears in 3 contracts

Samples: Deposit Agreement (BAC Capital Trust XIII), Deposit Agreement (BAC Capital Trust XIII), Deposit Agreement (BAC Capital Trust XIV)

Indemnification by the Corporation. Subject Notwithstanding Section 5.3 to Section 5.3the contrary, the Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the DepositoryDepositary, any Registrar or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository Depositary set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or Depositary’s Agent or the termination of this Agreement and any succession of any Depository, Registrar or Depository’s AgentAgreement.

Appears in 2 contracts

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

Indemnification by the Corporation. Subject to Section 5.35.03, the Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar or Transfer Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the DepositoryDepositary, any Registrar Registrar, any Transfer Agent or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person Person or personsPersons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 5.06 shall survive the termination of this Agreement and any succession of any DepositoryDepositary, Registrar Registrar, Transfer Agent or DepositoryDepositary’s Agent.

Appears in 2 contracts

Samples: Deposit Agreement (Rexnord Corp), Deposit Agreement (Belden Inc.)

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s 's Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s 's Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s 's Agent.

Appears in 1 contract

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

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.. 64941232_3

Appears in 1 contract

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

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s 's Agent and any Registrar (including each of their officers, directors, agents and employees) 17 against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s 's Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s 's Agent.

Appears in 1 contract

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

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Indemnification by the Corporation. Subject to Section 5.35.03, the Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar or Transfer Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the DepositoryDepositary, any Registrar Registrar, any Transfer Agent or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 5.06 shall survive the termination of this Agreement and any succession of any DepositoryDepositary, Registrar Registrar, Transfer Agent or DepositoryDepositary’s Agent.

Appears in 1 contract

Samples: Deposit Agreement (Cliffs Natural Resources Inc.)

Indemnification by the Corporation. Subject Notwithstanding Section 5.3 to Section 5.3the contrary, the Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the DepositoryDepositary, any Registrar or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith (each as determined in a final, non-appealable opinion by a court of competent jurisdiction) on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any DepositoryDepositary, Registrar or DepositoryDepositary’s Agent.

Appears in 1 contract

Samples: Deposit Agreement (Allstate Corp)

Indemnification by the Corporation. Subject to Section 5.35.03, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar or Transfer Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Transfer Agent, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 5.06 shall survive the termination of this Agreement and any succession of any Depository, Registrar Registrar, Transfer Agent or Depository’s Agent.

Appears in 1 contract

Samples: Deposit Agreement (Umpqua Holdings Corp)

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or Table of Contents expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

Appears in 1 contract

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

Indemnification by the Corporation. Subject Notwithstanding Section 5.3 to Section 5.3the contrary, the Corporation shall indemnify the DepositoryDepositary, any DepositoryDepositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the DepositoryDepositary, any Registrar or any of their respective agents (including any DepositoryDepositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith (each as determined by the final, non-appealable order of a court of competent jurisdiction) on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any DepositoryDepositary, Registrar or DepositoryDepositary’s Agent.

Appears in 1 contract

Samples: Deposit Agreement (Sovereign Bancorp Inc)

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.. 61041047_3

Appears in 1 contract

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

Indemnification by the Corporation. Subject to Section 5.3, the Corporation shall indemnify the Depository, any the Depository’s Agent Agents and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or Table of Contents expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

Appears in 1 contract

Samples: Deposit Agreement (BAC Capital Trust XIV)

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