Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.
Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder in accordance with Section 11.3 of the Agreement; provided that each reference therein to “the Borrower” shall be deemed to be a reference to “each Guarantor.”
Agent’s Fees and Expenses; Indemnification. (a) Each Grantor shall, jointly and severally, pay all out-of-pocket expenses incurred by the Agent and its Affiliates, including the fees, charges and disbursements of counsel, in connection with (i) the administration of the Loan Documents and any amendments, modifications or waivers of the provisions thereto, (ii) the custody, inspection, supervision and preservation of, the sale of, the collection from, or any other realization upon, the Collateral, (iii) the enforcement or protection of the Agent’s rights under the Loan Documents, including its rights under this Section 7.06 and during any workout, restructuring or negotiations in respect of the Loans and (iv) the failure of any Grantor to perform or observe any of the provisions thereof.
Agent’s Fees and Expenses; Indemnification. (a) Without limitation of its indemnification obligations under the other Security Documents, the Guarantor agrees to indemnify the Agent and the Secured Parties against, and hold the Agent and the Secured Parties harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable out-of-pocket expenses incurred by the Agent and the Secured Parties, including the documented fees, charges and disbursements of any counsel for the Agent and the Secured Parties, incurred by or asserted against the Agent and the Secured Parties arising out of, in connection with, or as a result of (i) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, including any workout, restructuring or negotiations in respect of the obligations of such Guarantor hereunder, whether or not the Agent or any Secured Parties is a party thereto, (ii) any other aspect of this Agreement, or (iii) the enforcement of rights of the Agent or the Secured Parties’ hereunder; provided that such indemnity shall not, as to any of the Agent and the Secured Parties, be available to the extent that such losses, claims, damages, liabilities and related expenses resulted from (x) the intentional or gross fault of the Agent or any of the Secured Parties or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact thereof or (y) a material breach of any Security Document by the Agent or any of the Secured Parties or of any of their affiliates, directors, officers, employees, counsels, agents or attorneys-in-fact thereof;
Agent’s Fees and Expenses; Indemnification. (a) The Assignor agrees to pay upon demand to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts or agents, that the Agent may incur in connection with (i) the administration of this Agreement (including the customary fees of the Agent for any audits conducted by it with respect to the Accounts Receivable or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Agent hereunder or (iv) the failure of the Assignor to perform or observe any of the provisions hereof. If the Assignor shall fail to do any act or thing that it has covenanted to do hereunder or any representation or warranty of the Assignor hereunder shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and there shall be added to and deemed part of the Obligations the cost or expense incurred by the Agent in so doing.
Agent’s Fees and Expenses; Indemnification. (a) Without limiting any of their obligations under the Credit Agreement or the other Loan Documents, and without duplication of any fees, expenses or indemnification provided for under the Credit Agreement and the other Loan Documents, the Grantors jointly and severally agree to pay all reasonable out-of-pocket expenses incurred by the Agent, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Agent, in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the Agent’s Rights and Remedies hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof.
Agent’s Fees and Expenses; Indemnification. (a) The Guarantor agrees to reimburse the Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder in accordance with Section 11.3 of the Agreement; provided that each reference therein to “the Borrower” shall be deemed to be a reference to “the Guarantor.”
Agent’s Fees and Expenses; Indemnification. The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder to the extent required by Section 10.04 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each Guarantor.” Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) to the extent required by Section 10.05 of the Credit Agreement as if such section were set out in full herein and references to “the Borrower” therein were references to “each Guarantor.” Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten (10) Business Days of written demand therefor.
Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Agent and other indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement.
Agent’s Fees and Expenses; Indemnification. (a) Each Pledgor agrees to pay upon demand all reasonable out-of-pocket expenses incurred by the Agent in connection with (i) the preparation, execution and administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral of such Pledgor, (iii) the exercise, enforcement or protection of any of the rights of the Agent hereunder or (iv) the failure of such Pledgor to perform or observe any of the provisions hereof, including the fees, charges and disbursements of (x) McGuireWoods LLP, counsel for the Agent, (y) any third party consultants retained by the Agent as permitted by the Amended Agreement and (z) any one counsel for the Agent hired in connection with the enforcement or protection of the rights of the Secured Parties hereunder.
