Common use of Costs, Expenses and Indemnity Clause in Contracts

Costs, Expenses and Indemnity. Borrower shall reimburse and pay the Lender for all fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, the costs of the Lender's inspection of the Collateral and the costs and expenses of title or lien searches and filing and recording fees and expenses), reasonably incurred or expended in connection with (i) the preparation, execution, delivery and enforcement of this Agreement, the Note and the other Loan Documents (other than legal fees in connection with the initial closing of the Revolving Loan which shall be paid by the Lender), and any amendments, waivers or modifications thereof, (ii) the breach by the Borrower of any representation or warranty contained in this Agreement, the Security Documents or any other Loan Document, (iii) the failure by the Borrower to perform any agreement, covenant, condition, indemnity or obligation contained in this Agreement, the Security Documents or any other Loan Document, (iv) the Lender's exercise of any of its rights and remedies under this Agreement, the Security Documents and the other Loan Documents, or (v) the protection of the Collateral and the Liens thereon and security interests therein. The Borrower shall indemnify, defend and hold harmless the Lender and persons or entities owned or controlled by or affiliated with the Lender and their respective directors, officers, shareholders, partners, employees, consultants and agents (herein individually called an "Indemnified Party," and collectively called "Indemnified Parties") from and against, and reimburse and pay Indemnified Parties with respect to, any and all claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses), of any and every kind or character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or paid by or on behalf of any Indemnified Party on account of, in connection with, or arising out of (a) any bodily injury or death or property damage occurring in or upon or in connection with the Collateral through any cause whatsoever, (b) any act performed or omitted to be performed hereunder or the breach of or failure to perform any warranty, representation, indemnity, covenant, agreement or condition contained in this Agreement, the Security Documents or any other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents, and (d) subject to the exceptions and limitations contained in the Security Documents, the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including without limitation, Environmental Laws. The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of Indemnified Party or a successful suit by the Borrower against such Indemnified Party. If the Borrower and the Indemnified Party are jointly named in any action covered by this Section 10.6, the Indemnified Party shall cooperate in the defense of such action to the extent its own rights or defenses are not compromised thereby. Subject to the exceptions and limitations contained in the Security Documents, the foregoing indemnities shall not terminate upon release, foreclosure or other termination of this Agreement or the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Revolving Loans. Any amount to be paid hereunder by the Borrower to the Lender or for which the Borrower has indemnified an Indemnified Party shall constitute a part of the Revolving Loan and be indebtedness secured by the Security Documents.

Costs, Expenses and Indemnity. Borrower shall reimburse and pay ------------------------------ the Lender Agent, the Issuer and the Lenders for all fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, the costs of the LenderAgent's inspection of the Collateral and the costs and expenses of title or lien searches and filing and recording fees and expenses), reasonably incurred or expended in connection with (i) the preparation, executionexecution and delivery of this Agreement, delivery the Working Capital Notes and the other Loan Documents, (ii) the enforcement of this Agreement, the Note Working Capital Notes and the other Loan Documents (other than legal fees in connection with the initial closing of the Revolving Loan which shall be paid by the Lender), and any amendments, waivers or modifications thereofof such documents, (iiiii) the breach by the Borrower of any representation or warranty contained in this Agreement, the Security Documents or any other Loan Document, (iiiiv) the failure by the Borrower to perform any agreement, covenant, condition, indemnity or obligation contained in this Agreement, the Security Documents or any other Loan Document, (ivv) the LenderAgent's or the Lenders' exercise of any of its their rights and remedies under this Agreement, the Security Documents and the other Loan Documents, or (vvi) the protection of the Collateral and the Liens liens thereon and security interests therein. The Borrower shall indemnify, defend and hold harmless the Agent, the Issuer and each Lender and persons or entities owned or controlled by or affiliated with the Lender such Persons and their respective directors, officers, shareholders, partners, employees, consultants and agents (herein individually called an "Indemnified Party," and ----------------- collectively called "Indemnified Parties") from and against, and reimburse and ------------------- pay Indemnified Parties with respect to, any and all claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses), of any and every kind or character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or paid by or on behalf of any Indemnified Party on account of, in connection with, or arising out of (a) any bodily injury or death or property damage occurring in or upon or in connection with the vicinity of the Collateral through any cause whatsoever, (b) any act performed or omitted to be performed hereunder or the breach of or failure to perform any warranty, representation, indemnity, covenant, agreement or condition contained in this Agreement, the Security Documents or any other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents, and (d) subject to the exceptions and limitations contained in the Security DocumentsAgreements, the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including without limitation, "Environmental Laws" (as defined in the Security Agreements) and statutes, laws, rules, regulations and orders relating to "Hazardous Substances" (as defined in the Security Agreements). The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of that or another Indemnified Party or a successful suit by the Borrower against such Indemnified Party. If the Borrower and the Indemnified Party are jointly named in any action covered by this Section 10.614, the Indemnified Party shall cooperate in the defense of such action to the extent its own rights or defenses are not compromised thereby. Subject to the exceptions and limitations contained in the Security DocumentsAgreements, the foregoing indemnities shall not terminate upon release, foreclosure or other termination of this Agreement or the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Revolving Loans. Any amount to be paid hereunder by the Borrower to the Agent, the Issuer or any Lender or for which the Borrower has indemnified an Indemnified Party shall be a demand obligation owing by Borrower to the Agent, the Issuer or such Lender and shall bear interest at the Late Payment Rate until paid, and shall constitute a part of the Revolving Working Capital Loan and be indebtedness secured by the Security Documents.

Costs, Expenses and Indemnity. Borrower shall reimburse and pay ------------------------------ the Lender Agent, the Issuer and the Lenders for all fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, the costs of the LenderAgent's inspection of the Collateral and the costs and expenses of title or lien searches and filing and recording fees and expenses), reasonably incurred or expended in connection with (i) the preparation, executionexecution and delivery of this Agreement, delivery the Notes and the other Loan Documents, (ii) the enforcement of this Agreement, the Note Notes and the other Loan Documents (other than legal fees in connection with the initial closing of the Revolving Loan which shall be paid by the Lender), and any amendments, waivers or modifications thereofof such documents, (iiiii) the breach by the Borrower of any representation or warranty contained in this Agreement, the Security Documents or any other Loan Document, (iiiiv) the failure by the Borrower to perform any agreement, covenant, condition, indemnity or obligation contained in this Agreement, the Security Documents or any other Loan Document, (ivv) the LenderAgent's or the Lenders' exercise of any of its their rights and remedies under this Agreement, the Security Documents and the other Loan Documents, or (vvi) the protection of the Collateral and the Liens liens thereon and security interests therein. The Borrower shall indemnify, defend and hold harmless the Agent, the Issuer and each Lender and persons or entities owned or controlled by or affiliated with the Lender such Persons and their respective directors, officers, shareholders, partners, employees, consultants and agents (herein individually called an "Indemnified Party," and ----------------- collectively called "Indemnified Parties") from and against, and reimburse and ------------------- pay Indemnified Parties with respect to, any and all claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses), of any and every kind or character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or paid by or on behalf of any Indemnified Party on account of, in connection with, or arising out of (a) any bodily injury or death or property damage occurring in or upon or in connection with the vicinity of the Collateral through any cause whatsoever, (b) any act performed or omitted to be performed hereunder or the breach of or failure to perform any warranty, representation, indemnity, covenant, agreement or condition contained in this Agreement, the Security Documents or any other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents, and (d) subject to the exceptions and limitations contained in the Security DocumentsMortgages, the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including without limitation, "Environmental Laws" (as defined in the Mortgages) and statutes, laws, rules, regulations and orders relating to "Hazardous Substances" (as defined in the Mortgages). The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of that or another Indemnified Party or a successful suit by the Borrower against such Indemnified Party. If the Borrower and the Indemnified Party are jointly named in any action covered by this Section 10.613, the Indemnified Party shall cooperate in the defense of such action to the extent its own rights or defenses are not compromised thereby. Subject to the exceptions and limitations contained in the Security DocumentsMortgages, the foregoing indemnities shall not terminate upon release, foreclosure or other termination of this Agreement or the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Revolving Loans. Any amount to be paid hereunder by the Borrower to the Agent, the Issuer or any Lender or for which the Borrower has indemnified an Indemnified Party shall be a demand obligation owing by Borrower to the Agent, the Issuer or such Lender and shall bear interest at the Late Payment Rate until paid, and shall constitute a part of the Revolving Loan Loans and be indebtedness secured by the Security Documents.

Costs, Expenses and Indemnity. (a) Each of the Parent and the Borrower shall reimburse and agrees to pay the Lender for within ten Business Days, (i) all fees, reasonable costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, incurred by the costs CNAI or any of the Lender's inspection of the Collateral and the costs and expenses of title or lien searches and filing and recording fees and expenses), reasonably incurred or expended its affiliates in connection with (i) the preparation, execution, delivery delivery, administration, modification and enforcement amendment of this Agreement, the Note Credit Documents and the other Loan Documents (other than legal fees documents to be delivered under the Credit Documents, due diligence in connection with the initial closing Credit Documents and syndication of the Revolving Loan which shall be 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 Lender)Collateral Agent or the Collateral Trustee pursuant to any Security Document, and any amendments, waivers or modifications thereof, (ii) all reasonable legal and other costs and expenses of the breach by the Borrower of any representation or warranty contained in this AgreementAdministrative Agent, the Security Documents or any other Loan Document, (iii) the failure by the Borrower to perform any agreement, covenant, condition, indemnity or obligation contained in this AgreementIssuing Banks, the Security Documents or any other Loan Document, (iv) the Lender's exercise of any of its rights and remedies under this AgreementCollateral Agent, the Security 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 Loan Documentsdocuments to be delivered under the Credit Documents or incurred in connection with any workout, restructuring or (v) bankruptcy. Notwithstanding anything in this Section 10.04 to the protection of the Collateral and the Liens thereon and security interests therein. The Borrower shall indemnifycontrary, defend and hold harmless the Lender and persons or entities owned or controlled by or affiliated with the Lender and their respective directors, officers, shareholders, partners, employees, consultants and agents (herein individually called an "Indemnified Party," and collectively called "Indemnified Parties") from and against, and reimburse and pay Indemnified Parties with respect tohowever, any and all claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs fees and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses), of any and every kind or character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or paid by or on behalf of any Indemnified Party on account of, in connection with, or arising out of (a) any bodily injury or death or property damage occurring in or upon or in connection with the Collateral through any cause whatsoever, (b) any act performed or omitted to be performed hereunder or the breach replacement of or failure to perform any warranty, representation, indemnity, covenant, agreement or condition contained in this Agreement, the Security Documents or any other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, Trustee are for the Security Documents or any other Loan Documents, and Collateral Agent's own account (d) subject to unless the exceptions and limitations contained in the Security Documents, the violation of or failure to comply with any statute, replacement Collateral Trustee is required by applicable law, rule, regulation or order now existing or hereafter occurring, including without limitation, Environmental Laws. The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of Indemnified Party or a successful suit by the Borrower against such Indemnified Party. If the Borrower and the Indemnified Party are jointly named in any action covered by this Section 10.6, the Indemnified Party shall cooperate in the defense of such action to the extent its own rights or defenses are not compromised thereby. Subject to the exceptions and limitations contained in the Security Documents, the foregoing indemnities shall not terminate upon release, foreclosure or other termination of this Agreement or the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Revolving Loans. Any amount to be paid hereunder by the Borrower to the Lender or for which the Borrower has indemnified an Indemnified Party shall constitute a part of the Revolving Loan and be indebtedness secured by the Security Documents).