Common use of Costs and Expenses; Indemnity Clause in Contracts

Costs and Expenses; Indemnity. The Pledgor will pay or reimburse the Pledgees on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Pledgees in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold the Pledgees harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement (including enforcement of this Agreement) or the Pledgees’ actions pursuant hereto, except that no Person shall be indemnified with respect to claims, losses or liabilities resulting from the Pledgees’ gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold the Pledgees harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor under this Section 13 shall survive any termination of this Agreement. Furthermore, if and to the extent that any of the foregoing agreements described in this Section 13 may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of such liabilities that is permissible under applicable law.

Costs and Expenses; Indemnity. The Pledgor will (a) Borrower agrees to pay or reimburse the Pledgees on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees costs and expenses of counsel and of any experts and agents) incurred by the Pledgees Lender, including without limitation all reasonable attorneys' fees, in connection with the creationenforcement or attempted enforcement of, perfectionand preservation of any rights or interests under, protectionthis Agreement, satisfactionand the assignment, foreclosure sale or enforcement other disposal of any of the Security Interest Intellectual Property Collateral. (b) Borrower hereby agrees to indemnify Lender and the preparationany of its affiliates, administrationand their respective directors, continuanceofficers, amendment employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or enforcement disbursements of any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees and attorneys' fees incurred pursuant to Xxxxxxx 00 Xxxxxx Xxxxxx Code, which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold the Pledgees harmless from and against including in connection with any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of infringement or resulting from this Agreement (including enforcement of this Agreement) or the Pledgees’ actions pursuant hereto, except that no Person shall be indemnified alleged infringement with respect to claimsany Intellectual Property Collateral, losses or liabilities resulting from any action taken or omitted to be taken by it hereunder (the Pledgees’ gross negligence or willful misconduct as determined "Indemnified Liabilities"); PROVIDED that Borrower shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final judgment decision of a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. Any liability of the Pledgor to indemnify and hold the Pledgees harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor under this Section 13 shall survive any termination of this Agreement. Furthermore, if If and to the extent that any of the foregoing agreements described in this Section 13 may be unenforceable indemnification is for any reasonreason held unenforceable, the Pledgor Borrower agrees to make the maximum contribution to the payment and satisfaction of such liabilities that each of the Indemnified Liabilities which is permissible under applicable law. (c) Any amounts payable to Lender under this Section 11 or otherwise under this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, at the rate of interest set forth in the Note.

Costs and Expenses; Indemnity. The Pledgor will (a) Xxxxxx agrees to pay or reimburse the Pledgees on demand for all out-of-pocket expenses (of Secured Party's reasonable costs and expenses, including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Pledgees attorneys' fees, in connection with the creationenforcement or attempted enforcement of, perfectionand preservation of any rights or interests under, protectionthis Agreement, satisfactionand the assignment, foreclosure sale or enforcement other disposal of any of the Security Interest Intellectual Property Collateral. (b) Debtor hereby agrees to indemnify Secured Party, any affiliate thereof, and the preparationtheir respective directors, administrationofficers, continuanceemployees, amendment agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or enforcement disbursements of any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees and attorneys' fees incurred pursuant to 11 U.S.C., which may be imposed on, incurred by, or asserted against any Indemnified Person, relating to or arising out of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold the Pledgees harmless from and against including in connection with any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of infringement or resulting from this Agreement (including enforcement of this Agreement) or the Pledgees’ actions pursuant hereto, except that no Person shall be indemnified alleged infringement with respect to claimsany Intellectual Property Collateral, losses or liabilities resulting from any action taken or omitted to be taken by it hereunder (the Pledgees’ gross negligence or willful misconduct as determined "Indemnified Liabilities"); provided that Debtor shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final judgment decision of a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. Any liability of the Pledgor to indemnify and hold the Pledgees harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor under this Section 13 shall survive any termination of this Agreement. Furthermore, if If and to the extent that any of the foregoing agreements described in this Section 13 may be unenforceable indemnification is for any reasonreason held unenforceable, the Pledgor Xxxxxx agrees to make the maximum contribution to the payment and satisfaction of such liabilities that each of the Indemnified Liabilities which is permissible under applicable law. (c) Any amounts payable to Secured Party under this Section 11 or otherwise under this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, at the rate of interest set forth in the Note.

Costs and Expenses; Indemnity. The Pledgor will pay or reimburse the Pledgees Secured Party on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of outside counsel to the Secured Party (determined on the basis of such counsel's generally applicable rates, which may be higher than the rates such counsel charges the Secured Party in certain matter), the allocated costs of in-house counsel incurred from time to time and of any experts and agents) incurred by the Pledgees Secured Party or any Secured Party in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and the Reimbursement Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold each Secured Party and the Pledgees Secured Party harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) growing out of or resulting from this Agreement or the Reimbursement Agreement (including enforcement of this Agreement) or the Pledgees’ Secured Party's actions pursuant heretohereto and thereto, except that no Person shall be indemnified with respect to claims, losses or liabilities resulting from the Pledgees’ Secured Party's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold any Secured Party and the Pledgees Secured Party harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor under this Section 13 shall survive any termination of this Agreement. Furthermore, if and to the extent that any of the foregoing agreements described in this Section 13 may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of such liabilities that is permissible under applicable law.

Costs and Expenses; Indemnity. (a) The Pledgor will Company agrees to pay or reimburse to the Pledgees on demand for Joint Collateral Agent from time to time upon demand, all out-of-pocket reasonable fees, costs and expenses of the Joint Collateral Agent (including in each case all filing and recording fees and taxes and all including, without limitation, the reasonable fees and expenses disbursements of counsel and of any experts and agentscounsel) incurred by the Pledgees (A) arising in connection with the creationpreparation, perfectionexecution, protectiondelivery, satisfaction, foreclosure modification and termination of each Security Document and the Intercreditor Agreement or the enforcement of any of the provisions hereof or thereof, (B) incurred or required to be advanced in connection with the sale or other disposition of any Collateral pursuant to any Security Document or the Intercreditor Agreement and the preservation, protection or defense of the Joint Collateral Agent's rights under the Security Interest Documents and the preparation, administration, continuance, amendment Intercreditor Agreement and in and to the Collateral or enforcement of this Agreement(C) in connection with any action taken pursuant to Section 2.4 hereof. (b) The Obligors shall jointly and severally indemnify the Joint Collateral Agent for, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold the Pledgees it harmless from and against against, any and all claims, losses and liabilities demands, expenses (including but not limited to reasonable attorneys’ feescompensation, disbursements and expenses of the Joint Collateral Agent's agents and counsel), losses (other than lost profits) growing or liabilities incurred by it without negligence, bad faith or willful misconduct on its part, in any way arising out of or resulting from this Agreement (including enforcement in connection with the acceptance and administration of this Agreement) Collateral Agency Agreement and its rights or the Pledgees’ actions pursuant hereto, except that no Person shall be indemnified with respect to claims, losses duties hereunder or liabilities resulting from the Pledgees’ gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold the Pledgees harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interestunder any other Collateral Document. The obligations Joint Collateral Agent shall notify the Company promptly of any claim asserted against the Pledgor under this Section 13 shall survive Joint Collateral Agent for which it may seek indemnity. The Company need not pay for any termination of this Agreementsettlement made without its written consent. Furthermore, if and The Company need not reimburse any expense or indemnify against any loss or liability to the extent that any of incurred by the foregoing agreements described in this Section 13 may be unenforceable for any reasonCollateral Agent through its gross negligence, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of such liabilities that is permissible under applicable lawbad faith or willful misconduct.

Costs and Expenses; Indemnity. The Pledgor will pay or reimburse the Pledgees Pledgee on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Pledgees Pledgee in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold the Pledgees Pledgee harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement (including enforcement of this Agreement) or the Pledgees’ Pledgee’s actions pursuant hereto, except that no Person shall be indemnified with respect to claims, losses or liabilities resulting from the Pledgees’ Pledgee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold the Pledgees Pledgee harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor under this Section 13 17 shall survive any termination of this Agreement. Furthermore, if and to the extent that any of the foregoing agreements described in this Section 13 17 may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of such liabilities that is permissible under applicable law.

Costs and Expenses; Indemnity. The Pledgor will Borrowers agree to pay or reimburse the Pledgees on demand for all out-of-pocket costs and expenses (of the Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including in each case all filing and recording fees and taxes and all reasonable the fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Agent; all costs and expenses of the Agent (including attorneys’ fees) incurred in connection with any experts consents or waivers hereunder or amendments hereto, and agents) all costs and expenses (including attorneys’ fees), if any, incurred by the Pledgees Agent, the Banks or any other holders of a Note or any Bond Reimbursement Obligation or any Reimbursement Obligation in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, Agreement or the Notes and the other instruments and documents to be delivered hereunder. The Borrowers agree to indemnify and save harmless the Banks and the Agent from any and all such liabilities, losses, costs and expenses shall be part incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent or any Bank by any Person which arises out of the Obligations secured transactions contemplated or financed hereby or by the Security Interest. The Pledgor shall indemnify and hold the Pledgees harmless from and against any and all claimsNotes, losses and liabilities (including reasonable attorneys’ fees) growing or out of any action or resulting from this Agreement (including enforcement of this Agreement) inaction by the Agent or the Pledgees’ actions pursuant heretoany Bank hereunder or thereunder, except that no Person shall be indemnified with respect to claims, losses or liabilities resulting from for such thereof as is caused by the Pledgees’ gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold the Pledgees harmless pursuant to the preceding sentence party indemnified. The provisions of this Section 11.9 shall be part survive payment of the Notes, Bond Reimbursement Obligations secured by and Reimbursement Obligations and the Security Interest. The obligations termination of the Pledgor under this Section 13 shall survive any termination of this Agreement. Furthermore, if and to the extent that any of the foregoing agreements described in this Section 13 may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of such liabilities that is permissible under applicable lawRevolving Credit Commitments hereunder.

Costs and Expenses; Indemnity. The Pledgor Grantor will pay or reimburse the Pledgees Secured Party on demand for all reasonable out-of-pocket expenses (paid or incurred by the Secured Party, including in each case all filing and recording fees costs and taxes fees, taxes, charges and all reasonable fees and expenses disbursements of outside counsel and to the Secured Xxxxx (determined on the basis of any experts and agentssuch counsel's generally applicable rates, which may be higher than the rates such counsel charges the Secured Party in certain matters) and/or the allocated costs of in-house counsel incurred by the Pledgees from time to time, in connection with the creation, perfection, protection, satisfaction, foreclosure foreclosure, collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor Grantor shall indemnify and hold the Pledgees Secured Party harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) growing out of or resulting from this Agreement and the Security Interest hereby created (including enforcement of this Agreement) or the Pledgees’ Secured Party' s actions pursuant hereto, except that no Person shall be indemnified with respect to claims, losses or liabilities resulting from the Pledgees’ Secured Party's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor Grantor to indemnify and hold the Pledgees Secured Party harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor Grantor under this Section 13 shall survive any termination of this Agreement. Furthermore, if and to the extent that any of the foregoing agreements described in this Section 13 may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of such liabilities that is permissible under applicable law.