Common use of INDEMNIFICATION OF EXCHANGE AGENT Clause in Contracts

INDEMNIFICATION OF EXCHANGE AGENT. The Company agrees to reimburse --------------------------------- you for, to indemnify you against and hold you harmless from all liability, cost or expense (including reasonable counsel fees and expenses) that may be paid, incurred or suffered by you or to which you may become subject without negligence, misconduct or bad faith on your part, arising out of or in connection with this Agreement. The Company shall be notified by you in writing, delivered by hand, by overnight carrier or by telecopy confirmed by letter, of the written assertion of a claim against you or of any action commenced against you, within ten days after you shall have received any such written assertion of a claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim, but failure to so notify the Company shall not relieve the Company from any liability which the Company otherwise may have on account of this Section 10. The Company shall be entitled to participate at its own expense in the defense of any such claim, and if the Company so elects at any time after receipt of such notice, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company assumes the defense of any such claim, the Company shall not be liable for any fees and expenses of counsel thereafter incurred by you for the defense of such claim unless there shall be a conflict of your interests and those of the Company.

INDEMNIFICATION OF EXCHANGE AGENT. The Company agrees to reimburse --------------------------------- you for, for and to indemnify you against and hold you harmless from all liability, cost or expense (including reasonable counsel fees and expensesexpenses of counsel) that may be paid, incurred or suffered by you or to which you may become subject without negligence, misconduct or bad faith on your part, arising out of or in connection with this Agreement. The Company shall be notified by you in writing, delivered by handyou, by overnight carrier letter or by telecopy cable or telex confirmed by letter, of the written assertion of a claim against you or of any action commenced against you, within ten days after you shall have received any such written assertion of a claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim, but failure to so notify the Company shall not relieve the Company from any liability which the Company otherwise may have on account of this Section 108. The Company shall be entitled to participate at its own expense in the defense of any such claim, and if the Company so elects at any time after receipt of such notice, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company assumes the defense of any such claim, the Company shall not be liable for any fees and expenses of counsel thereafter incurred by you for the defense of such claim unless there shall be a conflict of your interests and those of the Company.

INDEMNIFICATION OF EXCHANGE AGENT. The Company agrees to reimburse --------------------------------- you for, to indemnify you against and hold you harmless from all liability, cost or expense (including reasonable counsel fees and expensesexpenses of counsel) that may be paid, incurred or suffered by you or to which you may become subject without negligence, misconduct or bad faith on your part, arising out of or in connection with this Agreement. The Company shall be notified by you in writing, delivered by handyou, by overnight carrier letter or by telecopy cable or telex confirmed by letter, of the written assertion of a claim against you or of any action commenced against you, within ten days after you shall have received any such written assertion of a claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim, but failure to so notify the Company shall not relieve the Company from any liability which the Company otherwise may have on account of this Section 108. The Company shall be entitled to participate at its own expense in the defense of any such claim, and if the Company so elects at any time after receipt of such notice, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company assumes the defense of any such claim, the Company shall not be liable for any fees and expenses of counsel thereafter incurred by you for the defense of such claim unless there shall be a conflict of your interests and those of the Company.