Costs, Expenses and Indemnity Sample Clauses

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. (2) If, with respect to any Finance Party, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpre...

Costs, Expenses and Indemnity. 10.1 The Borrower shall, within 5 (five) Business Days of demand by the Lender, pay to the Lender all costs, charges, expenses, taxes and liabilities of any kind (including, without limitation, legal, professional and out-of-pocket expenses) together with VAT on such amounts incurred by the Lender arising at any time as a result of or in connection with: 10.1.1 the negotiation, preparation or execution of the Finance Documents; 10.1.2 taking, holding, protecting, preserving or perfecting the Security created (or intended to be created) by any Finance Document; and/or 10.1.3 responding to, considering or implementing any request for a consent, amendment or waiver to any Finance Document, together with interest, which shall accrue and be payable (without the need for any demand for payment being made) from the date on which the relevant cost, charge, expense, tax or liability arose until discharge in full of that cost, charge, expense, tax or liability (whether before or after judgment (or in Scotland, decree) liquidation, winding up, administration or bankruptcy (or in Scotland, sequestration) of the Borrower) at the rate and in the manner specified in this Agreement. 10.2 The Borrower must within 5 (five) Business Days of demand by the Lender, pay to the Lender on a full indemnity basis all costs, losses and liabilities (including, without limitation, legal, professional and out-of-pocket expenses) together with VAT on such amounts incurred by the Lender arising at any time as a result of or in connection with: 10.2.1 the occurrence of any Event of Default; or 10.2.2 the preservation and/or enforcement of any rights of the Lender under any Finance Document, together with interest, which shall accrue and be payable (without the need for any demand for payment being made) from the date on which the relevant cost, charge, expense, tax or liability arose until discharge in full of that cost, charge, expense, tax or liability (whether before or after judgment (or in Scotland, decree), liquidation, winding up, administration or bankruptcy (or in Scotland, sequestration) of the Borrower) at the rate and in the manner specified in this Agreement. 10.3 Any past or present employee or agent of the Lender may enforce the terms of clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.

Costs, Expenses and Indemnity. 21.1 The Company shall pay to the Collateral Agent in relation to this Deed such costs and expenses as are of the type which are reimbursable by the Borrowers pursuant to Section 11.03 (Expenses, Etc.) of the Loan Agreement. 21.2 The Company shall indemnify each Receiver and Delegate and their respective officers, employees and agents to the extent that and in the manner in which the Borrowers indemnify the Indemnitees under Section 11.04 (Indemnity) of the Loan Agreement. Each Relevant Person may rely on this Clause 21.2 (Costs, Expenses and Indemnity) in accordance with the Contracts (Rights of Third Parties) Axx 0000 but subject to Clause 25 (Third Parties).

Costs, Expenses and Indemnity. (a) The Borrowers agree to pay on demand, (i) all reasonable costs and expenses of the Administrative Agent, the Syndication Agents, and the Joint Lead Arrangers in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered under the Loan Documents, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect to preparation, execution and delivery of the Loan Documents and the satisfaction of the matters referred to in Section 3.01, and the reasonable costs and expenses of the Issuing Banks in connection with any Letter of Credit, and (ii) all legal and other costs and expenses, if any, of the Administrative Agent, the Issuing Banks and each Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents and the other documents to be delivered under the Loan Documents or incurred in connection with any workout, restructuring or bankruptcy. (b) If any payment or purchase of principal of, or Conversion of, any LIBOR Advance or LIBOR Borrowing is made other than on the last day of an Interest Period relating to such Advance, as a result of a payment, purchase or Conversion pursuant to Section 2.07(f), 2.08, 2.09, 2.10, 2.11, 2.13, 2.16, or 2.19 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrowers shall, upon demand by any Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses (other than taxes, which are dealt with in Section 2.13) which it may reasonably incur as a result of such payment, purchase or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Advance. (c) The Borrowers agree, to the fullest extent permitted by law, to indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers, the Joint Book Managers, the Syndication Agents, Co-Documentation Agents, each Bank and each other agent, arranger and manager and each of their respective Affiliates, directors, officers, employees and agents (collectively, "Indemnified Parties") from and agai...

Costs, Expenses and Indemnity. (a) The Security Group Agent shall pay and indemnify the Security Trustee the amount of all costs and expenses incurred by it in connection with the negotiation, prepation, execution and performance of this Deed, save where the same arises as a result of the fraud, gross negligence or wilful default of the Security Trustee. (b) Each party hereto agrees, that in exercising any right or power or taking any action in relation to this Deed, the Security Trustee shall act in accordance with the provisions of, and with the benefit of all the protections and indemnities of, the STID which shall apply mutandis mutandis as if set out in full in this Deed that are expressly granted in favour of the Security Trustee.

Costs, Expenses and Indemnity. (a) The Borrowers agree to pay on demand, (i) all reasonable costs and expenses of the Administrative Agent, the Syndication Agent, and the Joint Lead Arrangers in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered under the Loan Documents, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect to preparation, execution and delivery of the Loan Documents and the satisfaction of the matters referred to in Sections 3.01 and 3.02, and the reasonable costs and expenses of the Issuing Banks in connection with any Letter of Credit, and (ii) all legal and other costs and expenses, if any, of the Administrative Agent, the Issuing Banks and each Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents and the other documents to be delivered under the Loan Documents or incurred in connection with any workout, restructuring or bankruptcy. (b) If any payment or purchase of principal of, or Conversion of, any LIBOR Advance or LIBOR Borrowing is made other than on the last day of an Interest Period relating to such Advance, as a result of a payment, purchase or Conversion pursuant to Section 2.07(f), 2.08, 2.09, 2.10, 2.11, 2.13, 2.16, or 2.19 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrowers shall, upon demand by any Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses (other than taxes, which are dealt with in Section 2.13) which it may reasonably incur as a result of such payment, purchase or Conversion, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Advance. (c) The Borrowers agree, to the fullest extent permitted by law, to indemnify and hold harmless the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers, the Joint Book Managers, the Syndication Agent, Co-Documentation Agents, each Bank and each other agent, arranger and manager and each of their respective Affiliates, directors, officers, employees and agents (collectively, "Indemnified Parties") from ...

Costs, Expenses and Indemnity. (a) Each of the Parent and the Borrower agrees to pay within ten Business Days, (i) all reasonable costs and expenses incurred by the CNAI or any of its affiliates in connection with the preparation, execution, delivery, administration, modification and amendment of the Credit Documents and the other documents to be delivered under the Credit Documents, due diligence in connection with the Credit Documents and syndication of the credit facilities contemplated herein, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect to preparation, execution and delivery of the Credit Documents and the satisfaction of the matters referred to in Section 3.01, the reasonable costs and expenses of the Issuing Banks in connection with any Letter of Credit, the reasonable costs and expenses of the Collateral Agent and the Collateral Trustee and all amounts paid by the Collateral Agent or the Collateral Trustee pursuant to any Security Document, and (ii) all reasonable legal and other costs and expenses of the Administrative Agent, the Issuing Banks, the Collateral Agent, the Collateral Trustee the Swingline Lenders and each Lender incurred during the existence of an Event of Default in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Credit Documents and the other documents to be delivered under the Credit Documents or incurred in connection with any workout, restructuring or bankruptcy. Notwithstanding anything in this Section 10.04 to the contrary, however, any fees and expenses in connection with the replacement of the Collateral Trustee are for the Collateral Agent's own account (unless the replacement Collateral Trustee is required by applicable law). (b) If any payment or purchase of principal of, or Conversion of, any LIBOR Advance is made other than on the last day of an Interest Period relating to such Advance, as a result of a payment, purchase or Conversion pursuant to Section 2.04, 2.07(f), 2.08, 2.09, 2.10, 2.11, 2.13 or 2.16 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, purchase or Conversion,...

Costs, Expenses and Indemnity. The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder and the indemnification as provided in Section 10.04 and 10.05 of the Credit Agreement to the extent permitted by law.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold the Lender (the "INDEMNIFIED PERSON") harmless from, and shall pay to such Indemnified Person on demand any amounts required to compensate the Indemnified Person for, any claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, interpretation of, maintenance of, perfection of, enforcement of, or refinancing, renegotiation or restructuring of, the Loan Documents and any related amendment, waiver or consent, (ii) any advice of counsel as to the rights and duties of the Lender with respect to the administration of the Loan Facilities, the Loan Documents or any transaction contemplated under the Loan Documents, (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (iv) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and performing its obligations under the Loan Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person, and (v) the presence of contaminants at, on or under, or the discharge or likely discharge of contaminants from, any of the Properties or any of the properties now or previously used by the Borrower, any of the Restricted Subsidiaries, or the breach of or non-compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. The Borrower authorizes the Lender to debit the Borrower's Accounts for any and all of the costs and expenses referred to in paragraphs (i) and (ii) and for all on-site inspections by the Lender or its representatives. (2) If, with respect to the Lender, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by the Lender with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the date, has the effect of causing any loss to the Lender or reducing the Lender's rate of return by (w) increasing the cost to the Lender of performing its obligations under this Agreement or in respect of any Accommodatio...

Costs, Expenses and Indemnity. (1) The Borrower agrees to reimburse the Lender for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys' and paralegals' fees and time charges of attorneys and paralegals for the Lender, which attorneys and paralegals may be employees of the Lender) paid or incurred by the Lender in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Credit Documents. The Borrower also agrees to reimburse the Lender for any costs, internal charges and out-of-pocket expenses (including attorneys' and paralegals' fees and time charges of attorneys and paralegals for the Lender, which attorneys and paralegals may be employees of the Lender) paid or incurred by the Lender in connection with any restructuring or "workout" relating to this Agreement and the Credit Facility, the collection of the any amounts outstanding and the enforcement of the Credit Documents. In addition to expenses set forth above, the Borrower agrees to reimburse the Lender, promptly after the Lender's request therefor, for each audit, collateral analysis or other business analysis performed by or for the benefit of the Lender in connection with this Agreement or the other Credit Documents in an amount equal to the Lender's then customary charges for each person employed to perform such audit or analysis, plus all costs and expenses (including without limitation, travel expenses) incurred by the Lender in the performance of such audit or analysis; PROVIDED that, unless a Default shall have occurred during the relevant Fiscal Year, in no event shall the Borrower be obligated to reimburse the Lender for such charges, costs and expenses, which together with the similar charges, costs and expenses charged to Parent pursuant to Section 9.7(A) of the U.S. Credit Agreement, are in excess of U.S.$25,000 in the aggregate per Fiscal Year. The Lender shall provide the Borrower with a detailed statement of all reimbursements requested under this Section 10.6(1). (2) The Borrower further agrees to defend, protect, indemnify, and hold harmless the Lender and its Affiliates, and each of the Lender's, or Affiliate's respective officers, directors, employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article 6) (collectively, the "INDEMNITEES") from and against any and all liabilities, obliga...