Common use of Compensation, Expenses and Indemnification Clause in Contracts

Compensation, Expenses and Indemnification. (a) The Fund shall pay the Auction Agent compensation for all services rendered by it under the Agreement and the Broker-Dealer Agreements as the Fund and the Auction Agent have agreed to in writing from time to time. (b) The Fund shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the Agreement and the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and, to the extent permitted under the indemnification provisions of this Agreement, counsel), except any expense or disbursement attributable to its negligence or bad faith. (c) The Fund shall indemnify the Auction Agent for and hold it harmless against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its agency under the Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from the Auction Agent's negligence or bad faith.

Compensation, Expenses and Indemnification. (a) The Fund shall pay the Auction Agent from time to time reasonable compensation for all services rendered by it under the this Agreement and the Broker-Dealer Agreements Agreement in such amounts as may be agreed to by the Fund and the Auction Agent have agreed to in writing from time to time. (b) The Fund shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the this Agreement and the Broker-Dealer Agreements (including the reasonable compensation, compensation and the expenses and disbursements of its agents and, to the extent permitted under the indemnification provisions of this Agreement, and counsel), except any expense or disbursement attributable to its negligence or bad faith. (c) The Fund shall indemnify the Auction Agent for and hold it harmless against against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its agency under the this Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from the Auction Agent's negligence or bad faiththereunder for which indemnification is provided by this subsection.

Compensation, Expenses and Indemnification. (a) The Fund shall pay the Auction Agent from time to time reasonable compensation for all services rendered by it under the this Agreement and the Broker-Dealer Agreements in such amounts as may be agreed to by the Fund fund and the Auction Agent have agreed to in writing from time to time. (b) The Fund shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the this Agreement and the Broker-Dealer Agreements (including the reasonable compensation, compensation and the expenses and disbursements of its agents and, to the extent permitted under the indemnification provisions of this Agreement, and counsel), except any expense or disbursement attributable to its gross negligence or bad faith. (c) The Fund shall indemnify the Auction Agent for and hold it harmless against against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with its agency under the this Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from the Auction Agent's negligence or bad faiththereunder for which indemnification is provided by this subsection.

Compensation, Expenses and Indemnification. (a) The Fund shall pay the Auction Agent compensation in the amount and manner agreed to in writing by the Fund and the Auction Agent for all services rendered by it under the this Agreement and the Broker-Broker- Dealer Agreements as the Fund and the Auction Agent have agreed to in writing from time to timeAgreements. (b) The Fund shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the this Agreement and the Broker-Dealer Agreements (including the reasonable compensation, compensation and the expenses and disbursements of its agents and, to the extent permitted under the indemnification provisions of this Agreement, and counsel), except any expense or disbursement attributable to its gross negligence or bad faithwillful misconduct. (c) The Fund shall indemnify the Auction Agent Agent, its Directors, Employees, Representations, and Agents for and hold it harmless against against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with its agency under the this Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from the Auction Agent's negligence or bad faith.

Compensation, Expenses and Indemnification. (a) The Fund shall pay the Auction Agent from time to time reasonable compensation for all services rendered by it under the this Agreement and the Broker-Dealer Agreements in such amounts as may be agreed to by the Fund and the Auction Agent have agreed to in writing from time to time. (b) The the Fund shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the this Agreement and the Broker-Dealer Agreements (including the reasonable compensation, compensation and the expenses and disbursements of its agents and, to the extent permitted under the indemnification provisions of this Agreement, and counsel), except any expense or disbursement attributable to its gross negligence or bad faith. (c) The Fund shall indemnify the Auction Agent for and hold it harmless against against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with its agency under the this Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from the Auction Agent's negligence or bad faiththereunder for which indemnification is provided by this subsection.

Compensation, Expenses and Indemnification. (a) The Fund shall pay the Auction Agent compensation from time to time reasonable compensation, as agreed between the Fund and the Auction Agent, for all services rendered by it under the this Agreement and the Broker-Dealer Agreements as the Fund and the Auction Agent have agreed to in writing from time to timeAgreements. (b) The Fund shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the this Agreement and of the Broker-Dealer Agreements (including the reasonable compensation, compensation and the expenses and disbursements of its agents and, to the extent permitted under the indemnification provisions of this Agreement, and counsel), except any expense expense, disbursement or disbursement advance attributable to its negligence or bad faith. (c) The Fund shall indemnify the Auction Agent for and hold it harmless against any loss, liability or expense incurred without negligence or bad faith on its partthe part of the Auction Agent, arising out of or in connection with its agency under the this Agreement and under the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder for which it is entitled to indemnification hereunder or thereunder, except such as may result from the Auction Agent's negligence or bad faith.