Expenses and Indemnities. 20 8.1 Expenses....................................................................20 8.2
Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against any Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by any Borrower or the Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which any Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with any Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrowers shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. Each Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigat...
Expenses and Indemnities. PERFORMING YOUR OBLIGATIONS IF YOU DO NOT - If you do not perform one or more of your obligations under this Master Agreement or a Schedule or Note, we may perform it for you. We will notify you in writing at least ten (10) days before we do this. We do not have to perform any of your obligations for you. If we do choose to perform them, you will pay us all of our expenses to perform them, you will pay us all of our expenses to perform the obligations. You will also reimburse us for any money that we advance to perform your obligations, together with interest at the Default Rate on that amount. These will be additional "Payments" that you will owe us and you will pay them at the same time that your next Payment is due. - You will indemnify us, defend us and hold us harmless for any and all claims, expenses and attorney's fees concerning or arising from the Collateral, this Agreement, or any Schedule or Note, or your breach of any representation or warranty. It includes any claims concerning the manufacture, selection, delivery, possession, use, operation or return of the Collateral. - This obligation of yours to indemnify us continues even after the Term is over.
Expenses and Indemnities. 55 10.1 Expenses.............................................. 55 10.2 Indemnification....................................... 55 10.2.1 General Indemnity........................... 55 10.2.2 Environmental Indemnity..................... 56 10.2.3 Survival; Defense........................... 57 SECTION 11. MISCELLANEOUS............................................... 57 11.1 Survival.............................................. 57 11.2 No Waiver by Agent or Lenders......................... 57
Expenses and Indemnities. 18.1 NHI and the Guarantor agree to pay to the Registrar and Transfer Agent such reasonable fees and commissions as NHI, the Guarantor, the Registrar and Transfer Agent shall separately agree in respect of the services of the Registrar and the Transfer Agent hereunder, together with any reasonable expenses (including legal, printing, postage, telex, cable expenses upon presentation of duly documented evidence, where applicable) incurred by the Registrar and the Transfer Agent in connection with their said services.
Expenses and Indemnities. Borrower shall reimburse Lender, on demand, for the reasonable legal fees and expenses incurred by it in connection with (a) negotiation, execution and preparation hereof and of the Subordination Agreement, including any amendments, modifications, waivers, consents or acquitances with respect hereto or thereto; and (b) without duplication of Borrower’s obligations to Lender under the documentation relating to the Rights Offering, the enforcement by Lender of any of its rights or Borrower’s obligations under and pursuant to the terms of this Note and the Subordination Agreement (and any amendments, modifications, waivers, consents or acquitances with respect hereto or thereto).
Expenses and Indemnities. (a) The Pledgors agree to reimburse the Lender for all reasonable out-of-pocket expenses of the Lender (including, without limitation, the reasonable fees and expenses of outside and internal legal counsel) of, or incident to (i) any Event of Default and (ii) any enforcement or collection proceeding resulting therefrom, including, without limitation, (A) performance by the Lender of any obligations of the Pledgors in respect of the Collateral that the Pledgors have failed or refused to perform, (B) any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender in respect thereof, by litigation or otherwise, including expenses of insurance, (C) judicial or regulatory proceedings and (D) the enforcement of this Section 5, and all such expenses shall be Obligations to the Lender secured under Section 2 hereof.
Expenses and Indemnities. 18.1 The Borrower undertakes to indemnify the Bank on demand in respect of all costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated.
Expenses and Indemnities. 13 ARTICLE XII....... COMMUNICATIONS................................................................................... 14 ARTICLE XIII...... ASSIGNMENTS............................................................................................ 15
Expenses and Indemnities. (a) Dermavant agrees to reimburse the Collateral Agent promptly upon demand for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Party) that may be incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under any Transaction Document. This Section 9.8(a) shall survive termination of this Agreement.
