Common use of Costs and Indemnities Clause in Contracts

Costs and Indemnities. (a) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all costs and expenses (including legal fees) incurred by it in or in connection with the negotiation, preparation and execution of this Agreement and the Security Documents. (b) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all out of pocket costs and expenses incurred by the Administrative Agent in acting as security agent hereunder and in relation to the Security Documents, including all costs of convening and holding any meeting of the Secured Parties for any purpose whatsoever and all professional fees. (c) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all costs and expenses (including professional fees) incurred in or in connection with the preservation and/or enforcement of any of the Trust Collateral. (d) The Company shall indemnify the Administrative Agent and every attorney, agent or other person appointed by it under any of the Security Documents against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the Trust Collateral, in the exercise or purported exercise of any of the rights, trusts, powers and discretions vested in any of them or in respect of any matter or thing done or omitted to be done in connection with any of the Security 177 Documents or pursuant to any law or regulation (otherwise than as a result of its gross negligence or wilful misconduct). (e) The Company shall pay all stamp, registration and other taxes to which any of the Security Documents or any judgment given in connection therewith is or at any time may be subject and shall, from time to time on demand of the Administrative Agent, indemnify the Administrative Agent against all liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax. (f) All fees payable by the Company under this Section 11.7 shall be exclusive of Value Added Tax or any similar Tax, which shall be payable by the Company at the relevant rate from time to time in addition to such fees. (g) If the Company fails to perform any of its obligations under any of Sections 11.7(a) to 11.7(f), each Secured Party shall, in the proposition borne by its Applicable Percentages to the aggregate of the Applicable Percentages of all the Secured Parties for the time being (or, if the Applicable Percentage of each of the Secured Parties is zero, immediately or prior to their being reduced to zero), indemnify the Administrative Agent against any loss incurred by it as a result of such failure and the Obligors shall jointly and severally indemnify each Secured Party against, and forthwith reimburse to each Secured Party the amount of, any payment made by it pursuant to this Clause section 11.7(g).

Costs and Indemnities. (a) 12.1 The Company shall, from time Owner shall pay to time the Agent on demand (but in any event within five (5) Business Days of receipt of such demand in writing) all expenses or liabilities of whatsoever nature (including, without limitation, legal fees, fees of insurance advisers, out-of-pocket expenses, stamp duties, registration fees and other duties or charges) together with any value added tax or similar tax payable in respect thereof, incurred by the Agent in connection with the exercise or enforcement of, or preservation of any rights under, the Loan Agreement, the Mortgage, this Deed and the other Finance Documents or otherwise in respect of the Administrative AgentSecured Obligations and the security therefor, reimburse the Administrative Agent for all costs and expenses (including legal fees) incurred by it in or in connection with the negotiationpreparation, preparation completion, execution or registration of the Mortgage and execution of this Agreement and the Security DocumentsDeed. (b) 12.2 The Company shallOwner hereby agrees and undertakes to indemnify the Agent against all losses, from time to time on demand of the Administrative Agentactions, reimburse the Administrative Agent for all out of pocket costs claims, expenses, demands, obligations and expenses liabilities whatsoever and whensoever arising which may now or hereafter be incurred by the Administrative Agent or by any manager, agent, officer or employee for whose liability, act or omission the Agent of any other Finance Parties may be answerable in acting as security agent hereunder and respect of, in relation to the Security Documentsto, including all costs of convening and holding any meeting of the Secured Parties for any purpose whatsoever and all professional fees. (c) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all costs and expenses (including professional fees) incurred in or in connection with the preservation and/or enforcement of any of the Trust Collateral. (d) The Company shall indemnify the Administrative Agent and every attorney, agent anything done or other person appointed by it under any of the Security Documents against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the Trust Collateral, omitted in the exercise or purported exercise of the powers contained in the Mortgage and this Deed or otherwise in connection therewith or with the Vessel or any other part of the rights, trusts, powers and discretions vested Mortgaged Property or otherwise howsoever in any of them relation to or in respect of any matter or thing done or omitted to be done in connection with any of the Security 177 Documents matters dealt with in the Loan Agreement, the Mortgage, this Deed and the other Finance Documents. 12.3 The Owner hereby agrees and undertakes to indemnify the Agent on demand against all losses, actions, claims, expenses, demands, obligations and liabilities sustained or pursuant to any law or regulation (otherwise than occurred as a result of its gross negligence or wilful misconduct). (e) The Company shall pay all stamp, registration and other taxes to which any of the Security Documents or any judgment given in connection therewith is with any Environmental Claim being made against the Agent or at otherwise howsoever arising out of any time may be subject and shall, from time to time on demand of the Administrative Agent, indemnify the Administrative Agent against all liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such taxEnvironmental Incident. (f) All fees payable by the Company under this Section 11.7 shall be exclusive of Value Added Tax or any similar Tax, which shall be payable by the Company at the relevant rate from time to time in addition to such fees. (g) If the Company fails to perform any of its obligations under any of Sections 11.7(a) to 11.7(f), each Secured Party shall, in the proposition borne by its Applicable Percentages to the aggregate of the Applicable Percentages of all the Secured Parties for the time being (or, if the Applicable Percentage of each of the Secured Parties is zero, immediately or prior to their being reduced to zero), indemnify the Administrative Agent against any loss incurred by it as a result of such failure and the Obligors shall jointly and severally indemnify each Secured Party against, and forthwith reimburse to each Secured Party the amount of, any payment made by it pursuant to this Clause section 11.7(g).

Costs and Indemnities. (a) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all costs and expenses (including legal fees) incurred by it in or in connection with the negotiation, preparation and execution of this Agreement and the Security Documents. (b) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all out of pocket costs and expenses incurred by the Administrative Agent in acting as security agent hereunder and in relation to the Security Documents, including all costs of convening and holding any meeting of the Secured Parties for any purpose whatsoever and all professional fees. (c) The Company shall, from time to time on demand of the Administrative Agent, reimburse the Administrative Agent for all costs and expenses (including professional fees) incurred in or in connection with the preservation and/or enforcement of any of the Trust Collateral. (d) The Company shall indemnify the Administrative Agent and every attorney, agent or other person appointed by it under any of the Security Documents against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the Trust Collateral, in the exercise or purported exercise of any of the rights, trusts, powers and discretions vested in any of them or in respect of any matter or thing done or omitted to be done in connection with any of the Security 177 Documents or pursuant to any law or regulation (otherwise than as a result of its gross negligence or wilful misconduct). (e) The Company shall pay all stamp, registration and other taxes to which any of the Security Documents or any judgment given in connection therewith is or at any time may be subject and shall, from time to time on demand of the Administrative Agent, indemnify the Administrative Agent against all liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax. (f) All fees payable by the Company under this Section 11.7 shall be exclusive of Value Added Tax or any similar Tax, which shall be payable by the Company at the relevant rate from time to time in addition to such fees. (g) If the Company fails to perform any of its obligations under any of Sections 11.7(a) to 11.7(f), each Secured Party shall, in the proposition borne by its Applicable Percentages to the aggregate of the Applicable Percentages of all the Secured Parties for the time being (or, if the Applicable Percentage of each of the Secured Parties is zero, immediately or prior to their being reduced to zero), indemnify the Administrative Agent against any loss incurred by it as a result of such failure and the Obligors shall jointly and severally indemnify each Secured Party against, and forthwith reimburse to each Secured Party the amount of, any payment made by it pursuant to this Clause section 11.7(g).