Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and thereby.
(b) The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 8.04(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee.
(c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense, and all costs and expenses of such counsel shall be bor...
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent and its respective Affiliates in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent with respect thereto and, as to the Administrative Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the other Loan Documents, and (ii) all costs and expenses of the Administrative Agent or any of the Lenders (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents.
(b) The Borrower agrees to indemnify and hold harmless the Administrative Agent and each Lender and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each of the foregoing being an "Indemnitee") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, ...
Costs; Expenses; Indemnities. (a) The Borrowers agree to pay on demand (i) the reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and out-of-pocket expenses of counsel to the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities or the perfection, protection or preservation of rights or interests under this Agreement and the other Loan Documents with respect to negotiations with any Borrower or with other creditors of any Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise thereto and with respect to any review of pleadings and documents related to the Cases, attendance at meetings related to the Cases, general monitoring of the Cases and any subsequent Chapter 7 case, (ii) the per diem cost of any audit or collateral evaluation (of not more than $1000 per day) of the Agent and (iii) the reasonable costs and expenses of the Lender Parties (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder.
(b) The Borrowers agree to indemnify and hold harmless the Agent, each Lender Party and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the
Costs; Expenses; Indemnities. Right of Set-off
Costs; Expenses; Indemnities. 114 11.5. Right of Set-off. . . . . . . . . . . . . . . . .117 11.6. Binding Effect. . . . . . . . . . . . . . . . . .118 11.7. Assignments and Participations. . . . . . . . . .118 11.8. Additional Borrowers. . . . . . . . . . . . . . .122 11.9. Governing Law . . . . . . . . . . . . . . . . . .122 11.10. Submission to Jurisdiction; Service of Process .122 11.11. Section Titles . . . . . . . . . . . . . . . . .124 11.12. Execution in Counterparts. . . . . . . . . . . .124 11.13. Entire Agreement . . . . . . . . . . . . . . . .124 11.14. Confidentiality. . . . . . . . . . . . . . . . .124 11.15.
Costs; Expenses; Indemnities. 76 10.5. Right of Set-off........................................... 78 10.6. Binding Effect............................................. 78 10.7. Assignments and Participations............................. 79 10.8. Governing Law; Severability................................ 80
Costs; Expenses; Indemnities. 102 Section 11.4 Right of Set-off............................................................ 105 Section 11.5 Sharing of Payments, Etc.................................................... 105 Section 11.6 Independence of Representations and Warranties.............................. 106 Section 11.7 Governing Law............................................................... 106 Section 11.8 Submission to Jurisdiction; Consent to Service of Process................... 106 Section 11.9 Notices, Etc................................................................ 107
Costs; Expenses; Indemnities. 58 13.5. Right of Set-Off.......................................................60 13.6. Binding Effect.........................................................60 13.7. Assignments and Participations; Additional Banks.......................61 13.8. Promissory Notes ......................................................62 13.9.
Costs; Expenses; Indemnities. 63 9.5 Right of Set-off ......................................................... 65 TABLE OF CONTENTS (continued) Page 9.6 Binding Effect ........................................................... 65 9.7 GOVERNING LAW ............................................................ 65 9.8 Section Titles ........................................................... 66 9.9 Execution in Counterparts ................................................ 66
Costs; Expenses; Indemnities. 73 Section 10.4 Third Party Reliance.......................................... 76 Section 10.5 Independence of Representations and Warranties................ 76 Section 10.6
