Common use of Costs and Indemnification Clause in Contracts

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. As a condition to the Lender’s Lenders’ obligations hereunder and as a requisite for the Lender’s Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, the Lender Lenders and each of its their 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 Fourth Security Agreement or the performance by the Lender Collateral Agent or Lenders of their obligations hereunder or thereunder, as the case may be, (b) the issuance of Note Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Fourth Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained hereinherein or in the Fourth Security Agreement, (d) the enforcement or protection of its rights under this Section or the Note Fourth Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such NoteNotes, or any foreclosure on or other disposition or use of collateral securing the Obligations, if anyCollateral, 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 NoteNotes.

Costs and Indemnification. As a condition to each of the Lender’s Lenders’ obligations hereunder and as a requisite for the Lender’s Collateral Agent, Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, the Lender Lenders and each of its their respective 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 Original Security Agreement or the performance by the Lender of parties to their respective obligations hereunder or thereunder, as the case may be, (b) the issuance of Note Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Original Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained hereinherein or in the Original Security Agreement, (d) the enforcement or protection of its rights under this Section or the Note Original Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such NoteNotes, or any foreclosure on or other disposition or use of collateral securing the Obligations, if anyCollateral, 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 NoteNotes.

Costs and Indemnification. As a condition to the LenderLenders’s obligations hereunder and as a requisite for the Lender’s Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, the Lender Lenders and each of its their 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 Additional Security Agreement or the performance by the Lender Collateral Agent or Lenders of their obligations hereunder or thereunder, as the case may be, (b) the issuance of Note Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Additional Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained hereinherein or in the Additional Security Agreement, (d) the enforcement or protection of its rights under this Section or the Note Additional Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such NoteNotes, or any foreclosure on or other disposition or use of collateral securing the Obligations, if anyCollateral, 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 NoteNotes.

Costs and Indemnification. As a condition to the Lender’s Lenders’ obligations hereunder and as a requisite for the Lender’s Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, the Lender Lenders and each of its their 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 Third Security Agreement or the performance by the Lender Collateral Agent or Lenders of their obligations hereunder or thereunder, as the case may be, (b) the issuance of Note Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Third Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained hereinherein or in the Third Security Agreement, (d) the enforcement or protection of its rights under this Section or the Note Third Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such NoteNotes, or any foreclosure on or other disposition or use of collateral securing the Obligations, if anyCollateral, 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 included declines in value of the NoteNotes.

Costs and Indemnification. As a condition to the Lender’s Lenders’ obligations hereunder and as a requisite for the Lender’s Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, the Lender Lenders and each of its their 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 Fifth Security Agreement or the performance by the Lender Collateral Agent or Lenders of their obligations hereunder or thereunder, as the case may be, (b) the issuance of Note Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Fifth Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained hereinherein or in the Fifth Security Agreement, (d) the enforcement or protection of its rights under this Section or the Note Fifth Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such NoteNotes, or any foreclosure on or other disposition or use of collateral securing the Obligations, if anyCollateral, 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 NoteNotes.