Common use of Costs and Expenses; Indemnity Clause in Contracts

Costs and Expenses; Indemnity. The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (a) The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof shall survive payment of the Notes and the termination of the Banks’ Commitments hereunder.

Costs and Expenses; Indemnity. The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, Notes and the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx LLPMessrs. Xxxxxxx and Xxxxxx, special counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ ' fees) incurred in connection with any consents or waivers hereunder or amendments hereto; , and (iii) all reasonable costs and expenses (including reasonable attorneys’ ' fees), if any, incurred by the Agent, the Banks or any other holders of a Note or any Bond Reimbursement Obligation or any Reimbursement Obligation in connection with the enforcement of this Agreement or the Notes and any the other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit financed hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (a) . The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof 11.9 shall survive payment of the Notes Notes, Bond Reimbursement Obligations and Reimbursement Obligations and the termination of the Banks’ Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxxxxx Xxxx Xxxxx & Bxxxxx Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnifiedindemnified as determined by a final judgment of a court of competent jurisdiction. (a) The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof shall survive payment of the Notes and the termination of the Banks’ Commitments hereunder.

Costs and Expenses; Indemnity. The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, Notes and the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx LLPMessrs. Xxxxxxx and Xxxxxx, special counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ ' fees) incurred in connection with any consents or waivers hereunder or amendments hereto; , and (iii) all reasonable costs and expenses (including reasonable attorneys’ ' fees), if any, incurred by the Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement or the Notes and any the other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit financed hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (a) . The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof 11.9 shall survive payment of the Notes and Reimbursement Obligations and the termination of the Banks’ Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, Notes and the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx LLPMessrs. Chapman and Cutler, counsel special coxxxxx to the Agentthx Xxxxt; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ ' fees) incurred in connection with any consents or waivers hereunder or amendments hereto; , and (iii) all reasonable costs and expenses (including reasonable attorneys’ ' fees), if any, incurred by the Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement or the Notes and any the other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit financed hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (a) . The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof 11.9 shall survive payment of the Notes and Reimbursement Obligations and the termination of the Banks’ Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxxxxx Xxxx Xxxxx & Bxxxxx Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ ' fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ ' fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (ab) The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof shall survive payment of the Notes and the termination of the Banks’ ' Commitments hereunder.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxxxxx Xxxx Xxxxx & Bxxxxx Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (ab) The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof shall survive payment of the Notes and the termination of the Banks’ Commitments hereunder.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred Bank in connection with the negotiation, preparation, execution execution, delivery, administration, modification and delivery enforcement of this Agreementthe Commitment Letter and any and all of the other Loan Documents (including, without limitation, the Notesfees and disbursements of Counsel for the Bank); provided, however, that the Letter of Credit Company shall not be responsible to pay more than $18,000 in attorneys' fees (on aggregate basis for counsel for the Bank and any other instruments counsel for the Placement Agent) plus out-of-pocket and documents to be delivered hereunder or reasonable disbursements in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses preparation of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; Loan Documents to be executed and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note delivered in connection with the enforcement issuance of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Bonds. (b) the Company agrees to indemnify indemnify, save, and save hold harmless the Banks Bank and its directors, officers, agents and employees (collectively the Agent "indemnitees") from and against: (i) any and all claims, demands, actions, or causes of action that are asserted against any indemnitee by any person arising, directly or indirectly, from or as a result of any of the transactions contemplated by the Term Sheet or the Loan Documents; and (ii) any and all liabilities, losses, costs and or expenses incurred by (including attorneys' fees) that any indemnitee suffers or incurs as a result of the Banks or the Agent in connection with assertion of any claim, demand, action, suit or proceeding brought against cause of action specified in the Agentimmediately preceding subparagraph (i). The covenants and agreements of this Section 5.20 shall be unconditional, the L/C Issuer whether or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by not the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer or any Bank hereunder or thereunder, except for such thereof closing occurs as is caused by the gross negligence or willful misconduct a result of the party indemnified. (a) The provisions Company's failure to perform all of this Section 11.8 its obligations under the Loan Documents and the protective provisions of Section 9.4 hereof shall survive payment the repayment of the Notes and obligations, the termination of this Agreement and other Loan Documents and the Banks’ Commitments hereundercancellation of the Letter of Credit.

Costs and Expenses; Indemnity. The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, Notes and the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx Xxxxxxx and Xxxxxx LLP, special counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; , and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note or any Bond Reimbursement Obligation or any Reimbursement Obligation in connection with the enforcement of this Agreement or the Notes and any the other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit financed hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (a) . The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof 11.9 shall survive payment of the Notes Notes, Bond Reimbursement Obligations and Reimbursement Obligations and the termination of the Banks’ Revolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxxxxx Xxxx Xxxxx & Bxxxxx Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (ab) The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof shall survive payment of the Notes and the termination of the Banks’ Commitments hereunder.

Costs and Expenses; Indemnity. The Company agrees Borrowers agree to pay on demand (i) all reasonable costs and expenses of the Agent incurred Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, Notes and the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Sxxxxxx Xxxx Xxxxx & Bxxxxx Xxxxxxx and Xxxxxx LLP, special counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; , and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note or any Bond Reimbursement Obligation or any Reimbursement Obligation in connection with the enforcement of this Agreement or the Notes and any the other instruments and documents to be delivered hereunder. The Company agrees Borrowers agree to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit financed hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified. (a) . The provisions of this Section 11.8 and the protective provisions of Section 9.4 hereof 11.9 shall survive payment of the Notes Notes, Bond Reimbursement Obligations and Reimbursement Obligations and the termination of the Banks’ Revolving Credit Commitments hereunder.