Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement. (b) The Trustees shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 4 contracts
Sources: Paying Agent Agreement (Second Automatic Common Exchange Security Trust), Paying Agent Agreement (Estee Lauder Automatic Common Exchange Security Trust), Paying Agent Agreement (Third Automatic Common Exchange Security Trust)
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees Trust shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 4 contracts
Sources: Paying Agent Agreement (Decs Trust V), Paying Agent Agreement (Decs Trust Vi), Paying Agent Agreement (Decs Trust Ii)
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees Trust shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, except for loss, liability, claim or expense arising under Section 5.1(c), provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Paying Agent Agreement (Decs Trust Ix), Paying Agent Agreement (Equity Securities Trust Ii)
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees Trust shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b5.4(c) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Paying Agent Agreement (Decs Trust)
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the TrusteesTrust, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees Trust shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 1 contract
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation prepara tion for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Paying Agent Agreement (Automatic Common Exchange Security Trust Ii)
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.indemnification
Appears in 1 contract
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the TrusteesTrust, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees Trust shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the reasonable costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligencenegli gence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 1 contract
Compensation, Expenses and Indemnification. (a) The Paying Agent shall receive for all services rendered by it under this Agreement and, upon the prior written approval of the Trustees, for all expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of this Agreement (including the reasonable 6 compensation and the expenses and disbursements of its agents and counsel), the compensation set forth in Section 3.1 of the Administration Agreement.
(b) The Trustees Trust shall indemnify the Paying Agent for and hold it harmless against any loss, liability, claim or expense (including the costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) arising out of or in connection with the performance of its obligations under this Agreement, provided such loss, liability or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties or obligations hereunder and thereunder. The indemnification provided by this Section 5.4(b) shall survive the termination of this Agreement.
Appears in 1 contract