Fees, Expenses and Indemnification. 3.3.1 The School Board shall pay to the Escrow Agent for its performance hereunder: (a) such compensation as may mutually be agreed upon in writing; and (b) its reasonable out-of-pocket expenses (including counsel fees and expenses) incurred in connection with this Agreement.
Fees, Expenses and Indemnification. The Guarantor covenants and agrees to pay to the Trust Preferred Guarantee Trustee from time to time, and the Trust Preferred Guarantee Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Guarantor will pay or reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any of the provisions of this Trust Preferred Securities Guarantee (including the reasonable compensation and the expenses and disbursements of its counsel and all Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Guarantor also agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Guarantor under this Section 9.2 shall survive the termination of this Trust Preferred Securities Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.
Fees, Expenses and Indemnification. (a) The Company shall pay all reasonable legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executive as a result of (i) the Executive's hearing before the Board as contemplated in Section 6.2 of this Agreement or (ii) the Executive's seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Executive substantially prevails in the proceeding.
Fees, Expenses and Indemnification. (a) In any action between the Executive and the Company, the prevailing party's legal fees and related expenses shall be paid by the other party.
Fees, Expenses and Indemnification. All amounts payable to the Escrow Agent by Buyer and Sellers pursuant to this Agreement, including all fees, expenses and indemnification payable pursuant to Sections 4.2(a) and 4.3 (other than indemnification for
Fees, Expenses and Indemnification. Unless the Committee shall ---------------------------------- have breached any provision of this Agreement, Feet shall pay any and all outstanding fees and expenses of the Consenting Holders' financial and legal advisors in accordance with the terms and conditions of their respective agreements and, in addition, shall pay all outstanding amounts owed to such advisors in full on the day immediately prior to the filing of the Petition with respect to the Chapter 11 Cases; provided, however, that in the event of such -------- ------- breach, Feet shall pay on such date any and all outstanding expenses of such advisors through the date of the termination of this Agreement. Feet agrees that it shall continue to pay, subject to Bankruptcy Court approval, the reasonable fees and expenses of legal counsel and the financial advisors to the Committee from and after the commencement (and through the conclusion) of the Chapter 11 Cases and through the earlier to occur of (x) the Effective Date of the Plan and (y) the termination of this transaction by Feet or the Committee, whether or not an official committee of unsecured creditors is actually appointed in such cases and, if such Committee is appointed (the "Official Committee"), whether or not counsel for the Committee is selected as ------------------ counsel for the Official Committee and whether or not the financial advisor to the Committee is selected as financial advisor to the Official Committee. Feet agrees to indemnify and hold harmless each Consenting Holder and its officers, directors, partners, employees, agents, attorneys, and advisors and each of their respective successors and assigns from and against any and all claims, suits, actions, liabilities, and judgments and costs related thereto (including any defense costs associated therewith on an "as incurred" basis) arising under or with respect to this Agreement or the transactions contemplated hereby or any act or failure to act taken in contemplation, furtherance or connection herewith, except if such claim or liability is determined by a competent court to have arisen as a result of such Consenting Holder's material breach of its obligations hereunder or fraudulent or willful misconduct or gross negligence on the part of such Consenting Holder or the applicable indemnified person.
Fees, Expenses and Indemnification. 3.3.1 The County shall pay fees and expenses to the Escrow Agent for its performance hereunder in accordance with Schedule E hereto.
Fees, Expenses and Indemnification. 10 21 Survival............................................................................ 10 22 Headings............................................................................ 11 23
Fees, Expenses and Indemnification. The Guarantor covenants and agrees to pay to the Trust Preferred Guarantee Trustee from time to time, and the Trust Preferred Guarantee Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the
Fees, Expenses and Indemnification
