Costs, Expenses and Indemnities. Debtor agrees to pay and indemnify Secured Party as follows:
Costs, Expenses and Indemnities. Debtors agree to reimburse, pay, indemnify, defend and hold harmless Secured Party and Trustee as follows:
Costs, Expenses and Indemnities. 12.1 Costs and expenses 60 12.2 Indemnity by the Parent 61 12.3 Indemnity by Xxxxx 62 13. Fees ---- 13.1 Agency fee 62 13.2 Underwriting Fee 62 13.3 Syndication Fee 62 13.4 Commitment fee 62 14. Notices ------- 14.1 Service 63 14.2 Deemed delivery 63 15. Miscellaneous ------------- 15.1 Waiver 64 15.2 Governing law 64 15.3 Jurisdiction and Submission 64
Costs, Expenses and Indemnities. The Mortgagor shall pay to the Mortgagee, upon demand, all expenses (including but not limited to legal fees, out-of-pocket expenses, and value-added taxes if any) incurred by the Mortgagee in connection with the preparation, execution and (where appropriate) recording of the this Mortgage and any other documents delivered pursuant to the Mortgage or in connection with the preservation or enforcement of any rights hereunder and thereunder.
Costs, Expenses and Indemnities. (a) The Mortgagor shall pay to the Mortgagee, upon demand, all expenses (including but not limited to legal fees, out-of-pocket expenses and value-added taxes if any) incurred by the Mortgagee in connection with the preparation, execution and (where appropriate) recording of the this Mortgage and any other documents delivered pursuant to the Mortgage or in connection with the preservation or enforcement of any rights hereunder and thereunder.
(b) All advances and expenditures which the Mortgagee in its discretion may incur for repairs, insurance premiums, payments of claims, whether or not giving rise to liens or privileges on the Vessel, defense of suits, or for any other purpose whatsoever related hereto or to the Credit Agreement or the other Credit Documents, and all expenses, losses or damages sustained by the Mortgagee because of default under this Mortgage or any other Credit Document shall be repaid by the Mortgagor on demand and until so repaid shall be a debt due from the Mortgagor to the Mortgagee secured by this Mortgage, and shall subject to the Default Rate. The Mortgagee shall not be bound to make any such advances or expenditures nor shall the making thereof relieve the Mortgagor of any obligation or default with respect thereto.
(c) All payments to be made by the Mortgagor shall be made without set-off or counterclaim.
(d) All payments to be made by the Mortgagor shall be made free and clear of and without deduction for or on account of any present or future Taxes of any nature now or hereafter imposed unless the Mortgagor is compelled by law to make payment subject to any such Taxes. In that event, the Mortgagor shall (i) pay to the Mortgagee such additional amounts as may be necessary to ensure that the Mortgagee, receives a net amount equal to that which it would have received had such payment not been made subject to any Taxes, and (ii) deliver to the Mortgagee, within ten (10) calendar days of any request by it, an official receipt in respect of the payment of any Taxes so deducted.
(e) The Mortgagor hereby agrees that no payment to the Mortgagee under this Mortgage or any other Credit Document pursuant to any judgment or order of any court or otherwise shall operate to discharge the liability of the Mortgagor for payment of the Secured Obligations unless and until payment in full of the Secured Obligations shall have been received by the Mortgagee for the benefit of the Banks. To the extent that the amount of any such payment shall b...
Costs, Expenses and Indemnities. All costs, expenses and indemnities, including legal fees, are to be borne by the Lessee in accordance with the Related Financing Agreements; and
Costs, Expenses and Indemnities. (a) The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered hereunder and thereunder (excluding costs associated with an assignment pursuant to Section 8.07 hereof which are to be paid by the Assignor and Assignee as stated in such Section 8.07), including, without limitation, the reasonable fees and out-of- pocket expenses of counsel for the Agent (including local counsel, domestic or foreign) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Loan Documents in response to a request by the Borrower for any action to be taken by the Agent or any Lender thereunder, and all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses), of the Agent and any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any Loan Document or any other document to be delivered hereunder or thereunder.
(b) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their respective directors, officers, employees, agents and affiliates (each being an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that may be incurred by or asserted against such Indemnified Party (i) in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding (A) arising out of or relating to the transactions described in the Loan Documents or any transaction or proposed transaction in which any proceeds of any Advances are applied or proposed to be applied, directly or indirectly, by the Borrower, whether or not such Indemnified Party is a party to such transaction and whether or not the transactions contemplated herein are consummated, or (B) arising out of or relating to the Borrower's entering into the Loan Documents, or to any actions or omissions of the Borrower or any of its Subsidiaries or Affiliates or any of their respective directors, officers, employees or agents in connection therewith, or (ii) as a result of any compliance by the Borrower, or failure by the Borrower to comply, with the HMO Regulations, the securities law of the United States and each state or a...
Costs, Expenses and Indemnities. (a) The Client must indemnify Xxxxx on demand for all costs and expenses, including collection and legal costs (on an indemnity basis), which Xxxxx incurs in exercising any of its rights under this Agreement, including any amounts actually incurred by Xxxxx in, or in connection with:
(1) any loss or damage to the Plant and Equipment that occurs while the Plant and Equipment is in the Client’s possession (howsoever caused);
(2) remedying any breach of the Client’s obligations under this Agreement;
(3) bringing legal proceedings against the Client or otherwise to protect Xxxxx’x rights under this Agreement or over the Plant and Equipment;
(4) recovering amounts owing under this Agreement;
(5) taking possession of, storing and preserving the Plant and Equipment;
(6) Xxxxx doing anything the Client should do under this Agreement but did not;
(7) any claim or demand made by any third party in relation to the Services, the Plant and Equipment or its use; or
(8) any damage to property or death of, or injury to, any person (including Xxxxx Personnel and any claim by Xxxxx Personnel) suffered or sustained in connection with the Services or the Plant and Equipment or its use.
(b) The indemnity by the Client under clause 13(a) does not extend to loss or damage suffered or incurred by Xxxxx as a result of the fraud, wilful misconduct or negligent acts or omissions of Xxxxx or Xxxxx’x agents or employees.
(c) Xxxxx agrees, upon written request by the Client, to provide to the Client in reasonable detail the calculation of any amount claimed and payable by the Client under this clause 13.
(d) The Client must pay, or reimburse Xxxxx for, all Taxes and other government charges which are payable by Xxxxx or the Client and which in any way relate to this Agreement, and Xxxxx may, by giving notice to the Client in accordance with clause 4.3(b), vary the Fees by the amount of any variation in any such Taxes and other government charges.
Costs, Expenses and Indemnities. 28 8.1. Indemnity. 28 8.2. Further Indemnity.. 28
Costs, Expenses and Indemnities. Seller shall promptly upon demand reimburse Buyer for all reasonable, out-of-pocket legal costs and expenses incurred by Buyer in connection with the negotiation and preparation of this Agreement, subject to an aggregate maximum amount of [***] and pay all costs, expenses and taxes in connection with filing and recording of all collateral documents.
