Indemnification by the Corporation. 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) may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or Transfer Agent 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 judgment of a court of competent jurisdiction) on the respective parts of any such person or persons. The costs and expenses incurred by the Depository in enforcing this right of indemnification shall be paid by the Corporation. 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 11 contracts
Samples: Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp)
Indemnification by the Corporation. 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) may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or Transfer Agent 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 judgment of a court of competent jurisdiction) on the respective parts of any such person or persons. The costs and expenses incurred by the Depository in enforcing this right of indemnification shall be paid by the Corporation. 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 9 contracts
Samples: Deposit Agreement (Raymond James Financial Inc), Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp)
Indemnification by the Corporation. The Subject to Section 5.3, 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 be paid, incurred or suffered by or to which it may become subject, arising from or arise out of, directly or indirectly, any claims or liability resulting from of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the DepositoryDepositary, any Registrar or 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 judgment of a court of competent jurisdiction) on the respective parts of any such person or personspersons (which gross negligence, willful misconduct, bad faith or fraud must be determined by a final, non-appealable order, judgement, decree or ruling of a court of competent jurisdiction). The costs rights of the Depositary and expenses incurred by the Depository in enforcing this right of indemnification shall be paid by the Corporation. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Deposit Agreement and any resignation or succession of any DepositoryDepositary, Registrar or DepositoryDepositary’s Agent.
Appears in 4 contracts
Samples: Deposit Agreement (PNC Financial Services Group, Inc.), Deposit Agreement (PNC Financial Services Group, Inc.), Deposit Agreement (PNC Financial Services Group, Inc.)
Indemnification by the Corporation. 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 be paid, incurred or suffered by or to which it may become subject, arising from or arise out of, directly or indirectly, any claims or liability resulting from of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the DepositoryDepositary, any Registrar or 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 judgment of a court of competent jurisdiction) on the respective parts of any such person Person or personsPersons. The costs Corporation shall have no obligation to indemnify the Depositary, any Depositary’s Agent and expenses incurred by any Registrar (including each of their officers, directors, agents and employees) for any special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Depository in enforcing this right Corporation has been advised of indemnification shall be paid by the Corporationlikelihood of such loss or damage and regardless of the form of action. 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 Agreement and any succession of any DepositoryDepositary, Registrar or DepositoryDepositary’s Agent.
Appears in 3 contracts
Samples: Deposit Agreement (Regions Financial Corp), Deposit Agreement (Regions Financial Corp), Deposit Agreement (Regions Financial Corp)
Indemnification by the Corporation. 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) may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or Transfer Agent 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 judgment of a court of competent jurisdiction) on the respective parts of any such person or persons. The costs and expenses incurred by the Depository in enforcing this right of indemnification shall be paid for by the Corporation. 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 2 contracts
Samples: Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp)