Common use of Expenses and Indemnities Clause in Contracts

Expenses and Indemnities. Whether or not any Loan is made hereunder, the Borrower agrees to reimburse the Agent upon demand for all reasonable expenses paid or incurred by the Agent (including filing and recording costs and reasonable fees and expenses of legal counsel, who may be employees of the Agent) in connection with the preparation, negotiation, execution, delivery, amendment, modification and interpretation of the Loan Documents. The Borrower agrees to pay, and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower shall also reimburse the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (including expenses of legal counsel) paid or incurred by the Agent or any Bank in connection with the collection and enforcement of this Agreement and any other Loan Document. The Borrower agrees to indemnify and hold the Banks and the Agent harmless from any loss or expense which may arise or be created by the acceptance of telephonic or other instructions for making Loans or disbursing the proceeds thereof. The Borrower further agrees to defend, protect, indemnify and hold harmless the Agent and the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees") from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, relating to or in connection with the execution, delivery, performance or enforcement of any Loan Document, any commitments relating thereto, the creation of a Lien in favor of the Agent or the Banks under any Loan Document, or any transaction contemplated by any Loan Document; or (b) by reason of, relating to or in connection with any credit extended or used under the Loan Documents or any act done or omitted by any Person thereunder or with respect thereto, or the exercise of any rights or remedies thereunder, including the acquisition of any collateral by the Banks by way of foreclosure of the Lien thereon, deed or xxxx of sale in lieu of such foreclosure or otherwise; provided, however, that the Borrower shall not be liable to any Indemnitee for any portion of such claims, damages, liabilities and expenses resulting from such Indemnitee's gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. The foregoing indemnifications apply, without limitation, to any act, omission, event or circumstance existing or occurring on or prior to the later of the Termination Date or the date of payment in full of the Loans and other obligations under this Agreement, including specifically obligations arising under clause (b) of this Section. The indemnification provisions set forth above shall be in addition to any liability the Borrower may otherwise have. The obligations of the Borrower under this Section 11.2 shall survive any termination of this Agreement.

Expenses and Indemnities. Whether or not any Loan is made hereunder, the Borrower (a) Dermavant agrees to reimburse the Collateral Agent promptly upon demand for all reasonable 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 (including filing and recording costs and reasonable fees and expenses of legal counsel, who may be employees of the Agent) in connection with the preparation, negotiation, execution, delivery, amendmentadministration, modification and interpretation modification, consent, waiver or enforcement of, or the taking of the Loan Documents. The Borrower agrees to payany other action (whether through negotiations, and save the Agent and the Banks harmless from all liability forthrough any work-out, any stamp bankruptcy, restructuring or other taxes which may be payable 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 the execution to, its rights or delivery of the Loan Documentsresponsibilities under any Transaction Document. The Borrower This Section 9.8(a) shall also reimburse the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (including expenses of legal counsel) paid or incurred by the Agent or any Bank in connection with the collection and enforcement survive termination of this Agreement and any other Loan Document. The Borrower Agreement. (b) Dermavant further agrees to indemnify and hold the Banks and the Collateral Agent harmless from any loss or expense which may arise or be created by the acceptance of telephonic or other instructions for making Loans or disbursing the proceeds thereof. The Borrower further agrees to defend, protect, indemnify and hold harmless the Agent and the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees") from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which Liabilities that may be incurred in the investigation or defense of any matter) imposed uponon, incurred by or asserted against the Collateral Agent in any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, matter relating to or arising out of, in connection with the execution, delivery, performance or enforcement as a result of any Loan DocumentTransaction Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any commitments relating thereto, action taken or omitted to be taken by the creation of a Lien in favor Collateral Agent under or with respect to any of the foregoing; provided, however, that Dermavant shall not be liable to the Collateral Agent to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Banks under any Loan DocumentCollateral Agent, as determined by a court of competent jurisdiction in a final non-appealable judgment or any transaction contemplated by any Loan Document; ororder. This Section 9.8(b) shall survive termination of this Agreement. (bc) To the extent that Dermavant does not timely indemnify the Collateral Agent pursuant to Section 9.8(b), each Purchaser agrees, severally but not jointly, to indemnify the Collateral Agent from and against Liabilities that may be imposed on, incurred by reason of, or asserted against the Collateral Agent in any matter relating to or arising out of, in connection with or as a result of any credit extended or used under the Loan Documents Transaction Document or any act done other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by any Person thereunder the Collateral Agent under or with respect thereto, or the exercise of to any rights or remedies thereunder, including the acquisition of any collateral by the Banks by way of foreclosure of the Lien thereon, deed or xxxx of sale in lieu of such foreclosure or otherwiseforegoing; provided, however, that the Borrower Purchasers shall not be liable to any Indemnitee for any portion of the Collateral Agent to the extent such claims, damages, liabilities and expenses resulting liability has resulted primarily from such Indemnitee's the gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. The foregoing indemnifications apply, without limitation, to any act, omission, event or circumstance existing or occurring on or prior to the later misconduct of the Termination Date Collateral Agent, as determined by a court of competent jurisdiction in a final non-appealable judgment or the date of payment in full of the Loans and other obligations under this Agreement, including specifically obligations arising under clause (border. This Section 9.8(c) of this Section. The indemnification provisions set forth above shall be in addition to any liability the Borrower may otherwise have. The obligations of the Borrower under this Section 11.2 shall survive any the termination of this Agreement.

Expenses and Indemnities. Whether or not any Loan is made hereunder, the (a) The Borrower agrees to reimburse the Agent upon demand Lender for all reasonable expenses paid Legal Fees incident to (i) any Event of Default and (ii) any enforcement or incurred collection proceeding resulting therefrom, including, without limitation, (A) performance by the Agent (including filing and recording costs and reasonable fees and expenses Lender of legal counsel, who may be employees any obligations of the Agent) Borrower in connection with the preparation, negotiation, execution, delivery, amendment, modification and interpretation respect of the Loan Documents. The Collateral that the Borrower agrees have failed or refused to payperform, (B) any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and save for the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery care of the Loan Documents. The Borrower shall also reimburse Collateral and defending or asserting rights and claims of the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (Lender in respect thereof, by litigation or otherwise, including expenses of legal counselinsurance, (C) paid judicial or incurred by regulatory proceedings and (D) the Agent or any Bank in connection with the collection and enforcement of this Agreement Section 4, and any other Loan Document. all such expenses shall be Obligations to the Lender secured under Section 2 hereof. (b) The Borrower agrees to indemnify and hold the Banks and the Agent harmless from any loss or expense which may arise or be created by the acceptance of telephonic or other instructions for making Loans or disbursing the proceeds thereof. The Borrower further agrees to defend, protect, indemnify and hold harmless the Agent and the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees") Lender from and against any and all reasonable claims, actions, damages, liabilities, judgments, costs losses and expenses liabilities (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, relating to or in connection with the execution, delivery, performance or enforcement of any Loan Document, any commitments relating thereto, the creation of a Lien in favor of the Agent or the Banks under any Loan Document, or any transaction contemplated by any Loan Document; or (b) by reason of, relating to or in connection with any credit extended or used under the Loan Documents or any act done or omitted by any Person thereunder or with respect thereto, or the exercise of any rights or remedies thereunder, including the acquisition of any collateral by the Banks by way of foreclosure of the Lien thereon, deed or xxxx of sale in lieu of such foreclosure or otherwise; provided, however, that the Borrower shall not be liable to any Indemnitee for any portion of such claims, damages, liabilities and expenses resulting from such Indemnitee's gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. The foregoing indemnifications applyincluding, without limitation, the reasonable fees, client charges and other expenses of the Lender’s outside and internal counsel) growing out of or resulting from this Agreement or the enforcement of any of the terms hereof (including, without limitation, the sale of Collateral pursuant to any acta public or private offering and each and every document produced in furtherance thereof), omissionexcept claims, event losses or circumstance existing liabilities resulting solely and directly from the Lender’s gross negligence, bad faith or occurring on or willful misconduct, subject to prior written notice to the later Borrower and the Committee with a period of the Termination Date or the date of payment in full of the Loans ten Banking Days to raise objections to such claims, losses, and other obligations under this Agreementliabilities, including specifically obligations arising under clause (b) of this Section. The indemnification provisions set forth above and further, provided that all such objections shall be in addition to any liability resolved by the Borrower may otherwise have. The obligations of the Borrower under this Section 11.2 shall survive any termination of this AgreementBankruptcy Court.

Expenses and Indemnities. Whether or not any Loan Advance is made hereunder, the Borrower agrees Sellers jointly and severally agree to (a) reimburse the Agent Buyer upon demand for all reasonable expenses paid or incurred by the Agent Buyer (including filing and recording costs and reasonable fees and expenses of legal counsel, who may be employees of the AgentBuyer) in connection with the preparation, negotiationreview, execution, delivery, amendment, modification modification, interpretation, collection and interpretation enforcement of the Loan Documents. The Borrower agrees to Related Documents (including without limitation those incurred in connection with any appeal of a lower court order or judgment); (b) pay, and save the Agent and the Banks Buyer harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Related Documents. The Borrower shall also reimburse the Agent ; and each Bank upon demand for all reasonable out-of-pocket expenses (including expenses of legal counselc) paid or incurred by the Agent or any Bank in connection with the collection and enforcement of this Agreement and any other Loan Document. The Borrower agrees to indemnify and hold the Banks and the Agent harmless from any loss or expense which may arise or be created by the acceptance of telephonic or other instructions for making Loans or disbursing the proceeds thereof. The Borrower further agrees to defendindemnify, protect, indemnify pay and hold harmless the Agent Buyer and the Banks and their respective Affiliates and the any of its officers, directors, officers, employees, attorneys employees or agents and agents any subsequent holder of the Agent and Buyer’s interests hereunder (collectively, the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees"“Indemnified Parties”) from and against any and all claimsliabilities, actionsobligations, losses, damages, liabilitiespenalties, judgments, costs and suits, costs, expenses (including all reasonable fees and disbursements of counsel any kind whatsoever (the “Indemnified Liabilities”) which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against such Indemnified Party in any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, way relating to or in connection with the execution, delivery, performance or enforcement arising out of any Loan Document, any commitments relating thereto, the creation of a Lien in favor of the Agent or the Banks under any Loan Documentthis Agreement, or any transaction contemplated by any Loan Document; or (b) by reason of, relating to or in connection with any credit extended or used under the Loan Documents other Related Document or any act done or omitted by any Person thereunder or with respect thereto, or the exercise of any rights or remedies thereunder, including the acquisition of any collateral by the Banks by way of foreclosure of the Lien thereon, deed transactions contemplated hereby or xxxx of sale in lieu of such foreclosure or otherwise; provided, however, that the Borrower thereby. The foregoing indemnity shall not be liable apply to any Indemnitee for any portion of such claims, damages, the extent the indemnified liabilities and expenses resulting result from such Indemnitee's the gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter misconduct of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by lawany Indemnified Party. The foregoing indemnifications apply, without limitation, to any act, omission, event or circumstance existing or occurring on or prior to the later agreement of the Termination Date Sellers contained in this Section 11.2 shall survive the expiration or termination of this Agreement and the date of payment in full of the Loans and other obligations under this Agreement, including specifically obligations arising under clause (b) of this Section. The indemnification provisions set forth above shall be in addition to any liability the Borrower may otherwise have. The obligations of the Borrower under this Section 11.2 shall survive any termination of this AgreementObligations.