Costs and Indemnification. As a condition to the Lender’s obligations hereunder and as a requisite for the Lender’s delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, the Lender and each of its Affiliates, partners, directors, officers, members, agents, and advisors (each an “Indemnitee” and collectively, the “Indemnitees”) against all liabilities, costs, expenses and damages (including reasonable attorneys’ fees and disbursements, appraiser’s fees and court costs, including all costs and reasonable attorneys’ fees incurred in any appeal, bankruptcy proceeding, or other proceeding, disbursements, settlement costs and other charges), to any such Indemnitee in connection with or as a result of (a) the negotiation, preparation, execution or delivery of this Agreement or the performance by the Lender of their obligations hereunder or thereunder, as the case may be, (b) the issuance of Note or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or the failure by the Issuer to perform when and as required by any agreement or covenant contained herein, (d) the enforcement or protection of its rights under this Section or the Note made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such Note, or any foreclosure on or other disposition or use of collateral securing the Obligations, if any, and (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that such losses, claims, damages or liabilities shall not include declines in value of the Note.
Costs and Indemnification. You agree to indemnify and hold RingCentral and Distributor harmless for any and all claims, losses, costs, expenses, damages, or other liabilities (including reasonable legal fees) suffered or incurred by RingCentral or Distributor as a result of any failure by You to materially comply with any of Your obligations under this DPA or Your specific obligations under applicable Privacy Laws. You shall be liable for all costs and expenses incurred by RingCentral and Distributor in responding to a Security Incident, as well as all costs and expenses that you incur in connection with performing Your obligations, in each case only to the extent that such Security Incident was caused by any failure by You to comply with any of its obligations under this DPA or Your specific obligations under applicable Privacy Laws.
Costs and Indemnification. The Partnership shall pay, or to the extent the Tax Representative or Designated Individual pays, indemnify and reimburse, to the fullest extent permitted by applicable Law, the Tax Representative or Designated Individual, for all costs and expenses, including legal and accounting fees (as such fees are incurred) and any claims incurred in connection with any tax audit or judicial review proceeding with respect to the tax liability of the Partnership.
Costs and Indemnification. Supplier will compensate Cisco for all documented, reasonable, direct costs incurred by Cisco or Cisco CMs in rectifying any Epidemic Failure in a Product. The parties acknowledge and agree that such reasonable direct costs shall include, but not be limited to: (a) the cost of replacement Products and/or subassemblies and repair materials, (b) the costs relating to communications to Cisco customers and channels of distribution regarding the Epidemic Failure, its effect and the corrective/remediation process; (c) the cost of returning affected Products and/or subassemblies, (d) [***] costs relating to removing or repairing the affected Products and/or subassemblies, and [***] replacement Products and/or subassemblies into, the applicable Cisco products wherever located, (e) the cost of shipping replacement Products and/or subassemblies, and (f) [***]. In no event will Supplier’s liability under this Section 11 exceed the greater of, on a per claim basis, twenty-five (25) percent of the total monies paid to Supplier by Cisco or Cisco CMs during the twelve (12) months immediately preceding the assertion of the applicable Claim, or nine million dollars ($9,000,000), plus the cost of replacement Products.
Costs and Indemnification. 8.1 All taxes and fees arising out of the entry of this Agreement, the handling of the necessary registration or notarization formalities, the performance or enforcement of this Agreement (including but not limited to legal fees, litigation fees, notary fees and enforcement fees paid by the Creditor) shall be assumed by the Guarantor.
Costs and Indemnification. (a) The Company shall pay or reimburse the Bank, on demand, for all expenses (including, without limitation, reasonable independent counsel fees and expenses as well as internally allocated costs and expenses of the Bank’s in-house counsel) incurred or paid by the Bank in connection with: (i) the preparation, execution and delivery of this Agreement, the Note and each Other Document, irrespective of whether the closing of the Facility shall occur; (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Bank relating to this Agreement, the Note or any Other Document or in connection with any field audit; (iii) the enforcement by the Bank of the Bank’s rights as against the Company in respect of the Facility, including, but not limited to, any action to enforce the Note; and (iv) in the defense of any action against the Bank with respect to the Bank’s rights or liabilities in respect to the Company’s obligations.
Costs and Indemnification. (a) All routine costs and expenses of administering the Loan Agreement and the Loans shall be borne exclusively by the Lenders, except that any costs, expenses, attorneys' fees or disbursements which the Lenders or the Agent may incur after the Funding Date in enforcing, maintaining or preserving rights with respect to the Term Loan, under the Loan Agreement or the Loan Documents as they pertain to the Term Loan, or which may be incurred in enforcing, protecting or realizing on the Collateral securing the Term Loan shall, to the extent not reimbursed by the Borrower, be shared by the Purchasers based on the proportionate share that the Term Loan bears to all of the Loans and Risk Participation Liabilities.
Costs and Indemnification. The Pledgor agrees to pay to the Pledgee on demand any and all reasonable costs and expenses, and to indemnify and hold harmless the Pledgee from and against any and all claims, demands, damages and liabilities that may be incurred or paid by the Pledgee in connection with the Collateral, this Agreement or the preparation, amendment, modification, interpretation, administration or enforcement of this Agreement; provided that the Pledgor will not be required hereby to indemnify the Pledgee against any claims, demands, damages or liabilities arising out of the Pledgee's gross negligence or willful misconduct.
Costs and Indemnification. The Borrower shall bear all costs arising in connection with the Loan, in particular the cost of conservational and technical inspection and measures, packing and crating, transportation, custom clearance, courier costs (if a courier is requested), legal and advisory fees, return, insurance and claims handling, etc. Insofar as such costs have been paid by the Lender, the Borrower shall reimburse such costs to the Lender before collection of the Work or, if invoicing by the Lender occurs later, within 10 days of invoicing.
Costs and Indemnification
