Common use of Compensation, Reimbursement and Indemnification Clause in Contracts

Compensation, Reimbursement and Indemnification. The Company agrees: (a) to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder as the Company and the Purchase Contract Agent shall from time to time agree in writing; (b) except as otherwise expressly provided for herein, to reimburse the Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be determined to have been caused by the Purchase Contract Agent’s own gross negligence, willful misconduct or bad faith; and (c) to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent and their respective agents and representatives for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent and the termination of this Agreement.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder as the Company and the Purchase Contract Agent shall from time to time agree in writing; (b) except as otherwise expressly provided for herein, to promptly reimburse the Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Purchase Contract Agreement (including costs of collection and the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be determined to have been caused by the Purchase Contract Agent’s own gross negligence, willful misconduct or bad faith; and (c) to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent and their respective agents and representatives for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section shall survive the resignation and or removal of the Purchase Contract Agent and Agent, the termination of this AgreementPurchase Contract Agreement or the rejection of this Purchase Contract Agreement under bankruptcy law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder as the Company and the Purchase Contract Agent shall from time to time agree in writing; (b) except as otherwise expressly provided for herein, to promptly reimburse the Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Agreement (including costs of collection and the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be determined to have been caused by the Purchase Contract Agent’s own gross negligence, willful misconduct or bad faith; and (c) to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent and their respective agents and representatives for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section shall survive the resignation and or removal of the Purchase Contract Agent and Agent, the termination of this AgreementAgreement or the rejection of this Agreement under bankruptcy law.

Compensation, Reimbursement and Indemnification. The Company Issuer agrees: (a1) to pay to the Purchase Contract Agent Trustee from time to time reasonable compensation for all services rendered by it hereunder as (which compensation shall not be limited by any provision of law in regard to the Company and the Purchase Contract Agent shall from time to time agree in writingcompensation of a trustee of an express trust); (b2) except as otherwise expressly provided for herein, to reimburse the Purchase Contract Agent Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent Trustee in accordance with any provision of this Agreement Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be determined to shall have been caused by the Purchase Contract Agent’s its own gross negligence, negligence or willful misconduct or bad faithmisconduct; and (c3) to fully indemnify each of the Purchase Contract Agent and Trustee or any predecessor Purchase Contract Agent Trustee and their respective agents (for greater certainty, including officers, directors, employees and representatives agents of the Trustee) for, and to hold them harmless against, any loss, liability liability, claim, damage or expense incurred without gross negligence, negligence or willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s duties trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal, provincial or state bankruptcy, insolvency or other similar law. The provisions benefits of this Section shall survive the termination of the Indenture and resignation and or removal of the Purchase Contract Agent and the termination of this AgreementTrustee.

Compensation, Reimbursement and Indemnification. The Company Each of the Mobile Energy Parties agrees: (a) to pay pay, or cause to be paid, to each of the Purchase Contract Trustee and any Authorized Agent from time to time reasonable compensation for all services rendered by it hereunder as the Company and the Purchase Contract Agent shall from time to time agree in writinghereunder; (b) except as otherwise expressly provided for hereinto reimburse, or cause to reimburse be reimbursed, each of the Purchase Contract Trustee and any Authorized Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent it in accordance with any provision of this Agreement Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be determined to have been caused by the Purchase Contract Agent’s attributable of its own gross negligence, willful misconduct or bad faith; and (c) to indemnify indemnify, or cause to be indemnified, each of the Purchase Contract Agent Trustee, any predecessor Trustee and any predecessor Purchase Contract Authorized Agent and their respective agents and representatives for, and to hold them it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on their its part, arising out of or in connection with the acceptance or administration of this trust or the Purchase Contract Agent’s performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions As security for the performance of the obligations of the Mobile Energy Parties and the IDB under this Section 9.7, the Trustee shall survive have a Lien prior to the resignation Securities upon all property and removal of funds held or collected by the Purchase Contract Agent and the termination of this AgreementTrustee as such, except funds held in trust under Section 12.3.