Expense Reimbursement; Indemnification. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrowers and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers or any other Loan Party, provided that no Lender shall be liable to an Agent or any such other indemnified Person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each of the Issuing Bank and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.
Expense Reimbursement; Indemnification. Except as otherwise provided in this Agreement, upon compliance with such policies and procedures as the Company may from time to time adopt, the Members and the Managing Directors will be reimbursed by the Company for all reasonable expenses incurred on behalf of the Company in connection with its business. The Company will indemnify its Managing Directors against liability incurred in any proceeding in which such Managing Director is made a party because he or she is or was a manager of the Company to the maximum extent permitted by the Act.
Expense Reimbursement; Indemnification. (a) The Collateral Manager shall be responsible for the ordinary expenses incurred by it in the performance of its obligations under this Agreement; provided, however, that any extraordinary expenses incurred by the Collateral Manager in the performance of such obligations (including, but not limited to, (i) any reasonable expenses incurred by it (whether for its own account or advanced by the Collateral Manager on behalf of the Borrower) to employ outside lawyers, consultants or other advisors reasonably necessary in connection with the evaluation, transfer, acquisition, disposition, retention, workout or restructuring of any Collateral Loan (or other asset held by the Borrower) or any reasonable expenses incurred by it in connection with obtaining advice from counsel with respect to its obligations under this Agreement and (ii) any other reasonable out-of-pocket fees and expenses incurred in connection with the evaluation, transfer, acquisition, disposition, retention, workout or restructuring of any Collateral Loan (or other asset held by the Borrower) (including, without limitation, travel and due diligence expenses and the Borrower’s pro rata share of software and services costs for record keeping and fund administration)) shall be reimbursed by the Borrower. To the extent that such expenses are incurred in connection with obligations that are also held by any Affiliate of the Borrower or any other account managed by the Collateral Manager, the Collateral Manager shall allocate the expenses among the accounts in a fair and equitable manner. Any amounts payable pursuant to this Section 14.06 shall constitute “Administrative Expenses” hereunder and shall be reimbursed by the Borrower to the extent funds are available therefor in accordance with the Priority of Payments. Other than as stated above, the Borrower shall bear, and shall pay directly in accordance with this Agreement, all costs and expenses incurred by it in connection with its organization, operation or liquidation.
(b) The Collateral Manager agrees to indemnify and hold harmless each Indemnified Party from and against any and all Liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with any acts or omissions of the Collateral Manager in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such t...
Expense Reimbursement; Indemnification. (a) Substantially simultaneously with the Closing of the Merger, Access will reimburse the Shareholder for the lesser of (i) $500,000 and (ii) his actual out-of-pocket fees, costs and expenses incurred from and after March 30, 2016 in connection with the analyses, communications, disclosures and engagement made with, or with respect to, Middleburg, Access and their respective Boards of Directors and Representatives by or on behalf of the Shareholder or his Affiliates or Representatives, including (for the avoidance of doubt) the fees, costs and expenses of Xxxxxxxx Xxxxxx & Partners and Xxxxxx & Xxxxxxxxx LLP in connection with the foregoing.
(b) Middleburg (prior to the Effective Date) and Access (on and after the Effective Date) shall indemnify, defend and hold harmless each of the Shareholder and his Representatives (each, an “Indemnified Party”), to the maximum extent permissible under applicable law in connection with the Merger, the Merger Agreement and the transactions contemplated thereby, in each case, except to the extent relating to any willful misconduct, actual fraud or criminal conduct of an Indemnified Party as determined by a court of competent jurisdictions.
Expense Reimbursement; Indemnification. The Company shall treat the Linde Director during the term of his or her service as a director of the Company consistent with its treatment of all other non-employee directors on the Board with respect to expense reimbursement and directors and officers liability insurance coverage. Promptly following the election or appointment of any Linde Nominee to the Board, the Company shall enter into an indemnification agreement with such Linde Director in form and substance consistent with the indemnification agreements then in effect between the Company and the other members of the Board.
Expense Reimbursement; Indemnification. The Company shall treat the NMP Director during the term of his or her service as a director of the Company consistent with its treatment of all other non-employee directors on the Board with respect to expense reimbursement and directors and officers liability insurance coverage. Promptly following the election or appointment of any NMP Nominee to the Board, the Company shall enter into an indemnification agreement with such NMP Director in form and substance consistent with the indemnification agreements then in effect between the Company and the other members of the Board.
Expense Reimbursement; Indemnification. Executive shall be reimbursed for reasonable out-of-pocket expenses incurred by Executive in the furtherance of the Company’s business, provided Executive obtains all required approvals and submits all required verification as provided by Company policy. In addition to any amounts that may be provided under the Company’s standard reimbursement policies, Executive shall be entitled to, at all times during the Employment Term, reimbursement for reasonable and documented first-class flight and ground transportation expenses for all business-related travel. In addition, the Company shall at all times maintain a customary directors’ and officers’ liability insurance policy, and provide Executive with indemnification to the fullest extent permitted under applicable law, and otherwise in accordance with its charter, bylaws and/or any indemnification agreements applicable to directors and officers of the Company.
Expense Reimbursement; Indemnification. The Stockholders' Representative shall be entitled to receive reimbursement from, and be indemnified by, the Equityholders for certain expenses, charges and liabilities as provided below. In connection with this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders' Representative hereunder, (i) the Stockholders' Representative shall incur no responsibility whatsoever to any Equityholders by reason of any error in judgment or other act or omission performed or omitted hereunder, other than any act or failure to act which represents willful misconduct by the Stockholders' Representative, and (ii) the Stockholders' Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders' Representative pursuant to such advice shall in no event subject the Stockholders' Representative to liability to any Equityholders. Any reserve amount retained by the Stockholders' Representative hereunder (together with any interest or other income earned thereon) shall be disbursed from time to time after the Closing Date as determined by the Stockholders' Representative in its sole discretion in payment of any fees and expenses incurred by the Stockholders' Representative for the benefit of the Equityholders in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of accountants, attorneys and other agents and professional advisers in connection with any such matter. Such disbursements shall be borne by each Equityholder based upon his, her or its Pro Rata Portion. Upon such date and time as is determined by the Stockholders' Representative in its sole discretion (which date shall be no later than five (5) years from the Closing Date), all of such expense reserve amount (together with any interest or other income earned thereon) remaining on such date shall be released by the Stockholders' Representative and distributed to the Equityholders, by wire transfer of immediately available funds in the same manner, and subject to the same terms and conditions as the potential payment of funds by the Stockholders' Representative to the Equityholders pursuant to the terms of Section 2.12(b). Promptly after payment to each holder of a Company Option as contemplated in this Section 9.2(b), the Stockholders' Representative shall rem...
Expense Reimbursement; Indemnification. In consideration of the commitments contained herein, whether or not the transactions contemplated by the Agreement are consummated, Buyer agrees to promptly pay, or cause to be paid, upon receipt of any request therefor, all reasonable out-of-pocket expenses incurred or paid by the Sponsor in connection with its evaluation of, negotiations regarding and documentation for the Equity Financing, including, without limitation, expenses of counsel, accountants and other advisors. Buyer further agrees to indemnify and hold harmless the Sponsor and its Representatives and Secondary Representatives against and from any and all losses, liabilities, actions, suits, proceedings, claims, costs, damages and expenses (including attorneys’ fees) that may be incurred by, asserted against or involve any of them as a result or in any way related to the Equity Financing; provided that no Person shall be indemnified as a result of the foregoing for their gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Buyer further agrees to pay the Sponsor upon demand for any legal or other expenses incurred by the Sponsor in connection with investigating, defending or preparing to defend any such action, suit or proceeding. The provisions of this Section 5 and Section 7 below are independent of all of Buyer’s other obligations hereunder and shall survive the termination of this letter.
Expense Reimbursement; Indemnification
