Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bonds, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent.
(b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent.
(c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it whic...
Expenses and Indemnity. In connection with the Registrar’s appointment and duties as Registrar, EDC will pay the Registrar compensation in an amount separately agreed upon by EDC and the Registrar. EDC will indemnify and hold harmless the Registrar and each Paying Agent (which shall include each of their officers, directors and employees when acting in their capacities as agents) against all claims, actions, demands, damages, costs (including reasonable fees of counsel), expense, losses or liability which may be incurred by the Registrar or any Paying Agent by reason of, or in connection with, the Registrar’s or any Paying Agent’s appointment and duties as such including any duties pursuant to the terms and conditions herein or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Section 7(f) above, except as such result from any negligent act or omission, bad faith or willful misconduct of the Registrar or any Paying Agent or their respective directors, officers, employees or agents. In addition, EDC shall, pursuant to arrangements separately agreed upon by EDC and the Registrar, transfer to the Registrar, upon presentation of reasonable substantiating documentation satisfactory to EDC, amounts sufficient to reimburse the Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with their services. The obligation of EDC under this paragraph shall survive payment of the Bonds, termination of this Agreement and resignation or removal of the Registrar.
Expenses and Indemnity. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent, its Affiliates and the Lenders, including the fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agent or any Lender, including the fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances.
(b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, Claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or Release of any Hazardous Materials in, on, under or from any real property as de...
Expenses and Indemnity. (a) The Pledgor must pay immediately on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must indemnify and keep indemnified the Collateral Agent, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) (iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; any Event of Default;
Expenses and Indemnity. The Guarantor agrees to be liable for the payment of all reasonable fees and expenses, including Attorneys’ Costs, incurred by any Secured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought. Without limitation of any other obligations of the Guarantor or remedies of the Administrative Agent or any Secured Party under this Guaranty Agreement, the Guarantor shall, to the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent and each Secured Party from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including Attorneys’ Costs) that may be suffered or incurred by the Administrative Agent or such Secured Party in connection with or as a result of any failure of the Guaranteed Liabilities to be the legal, valid and binding obligations of any Designated Borrower enforceable against such Designated Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Liabilities and termination of this Guaranty Agreement.
Expenses and Indemnity. 10.11.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all out of pocket costs and reasonable expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: the preparation, execution, delivery, administration, periodic review, modification or amendment of the Credit Documents; any enforcement of the Credit Documents; obtaining advice as to its rights and responsibilities in connection with the Credit Facility and the Credit Documents; reviewing, inspecting and appraising the collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; any syndication of the Credit Facility; and any other matters relating to the Credit Facility. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement.
10.11.2 The Loan Parties agree on demand to jointly and severally indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; a default by the Loan Parties in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender are not reimbursed pursuant to any other provisions of this Agreement; the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and any other default by the Loan Parties under any Credit Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error.
10.11.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and its directors, officers, employees and representatives (the “Indemnified Parties”) from and against any and all actions, proceedings, claims, loss...
Expenses and Indemnity. The Chargor must:
(a) immediately on demand pay all costs and expenses (including legal fees) properly incurred in connection with this Deed by any Finance Party, Receiver, attorney, manager, agent or other person appointed by the Agent under this Deed including any arising from any actual or alleged breach by any person of any law or regulation, whether relating to the environment or otherwise; and
(b) keep each of them indemnified against any failure or delay in paying those costs or expenses.
Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, under the Agreements or the Notes or the Basic Agreements, will indemnify you and hold you harmless against all broker's and finder's fees, and will pay all your out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your election, will reimburse you for any such expenses paid by you. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements, the Company will pay or cause to be paid all such taxes and interest and penalties, if any (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company be required to pay any taxes based upon your net income or profits or upon interest income arising out of the Notes.
Expenses and Indemnity. In connection with the Registrar’s appointment and duties as Registrar, Canada will pay the Registrar compensation in an amount separately agreed upon by Canada and the Registrar. Canada will indemnify and hold harmless the Registrar and each Paying Agent (which shall include each of their officers, directors and employees when acting in their capacities as agents) against all claims, actions, demands, damages, costs (including reasonable fees of counsel), expense, losses or liability which may be incurred by the Registrar or any Paying Agent by reason of, or in connection with, the Registrar’s or any Paying Agent’s appointment and duties as such including any duties pursuant to the terms and conditions herein or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Subsection 7(f) hereof, except as such result from any negligent act or omission, bad faith or wilful misconduct of the Registrar or any Paying Agent or their respective directors, officers, employees or agents. In addition, Canada shall, pursuant to arrangements separately agreed upon by Canada and the Registrar, transfer to the Registrar, upon presentation of reasonable substantiating documentation satisfactory to Canada, amounts sufficient to reimburse the Registrar for certain out of pocket expenses reasonably incurred by it and by any Paying Agent in connection with their services. The obligation of Canada under this paragraph shall survive payment of the Bonds, termination of this Agreement and resignation or removal of the Registrar.
Expenses and Indemnity. (a) The Company agrees to pay to the Subordination Agent when due an amount or amounts equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate amount of the Deposits under the Deposit Agreements and the denominator of which shall be the sum of (x) the then outstanding aggregate principal amount of the Series G Equipment Notes and Series C Equipment Notes issued under all of the Indentures and (y) the then outstanding aggregate amount of the Deposits under the Deposit Agreements.
(b) The Company agrees to pay to the Subordination Agent when due for application in accordance with the Intercreditor Agreement an amount or amounts equal to the fees payable to the Policy Provider under the Policy Fee Letter (as defined in the Policy Provider Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate amount of the Deposits under the Deposit Agreement relating to the Class G Trust and the denominator of which shall be the sum of (x) the then outstanding aggregate principal amount of the Series G Equipment Notes issued under all of the Indentures and (y) the then outstanding aggregate amount of the Deposits under the Deposit Agreement relating to the Class G Trust.
(c) So long as no Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay (i) to the Subordination Agent when due for application in accordance with the Intercreditor Agreement (A) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such Downgrade Advance shall be outstanding, (B) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such Non-Extension Advance shall be outstanding and (C) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility (other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (A) or (B)), (ii) all compensation and reimbursement of expenses, disbursements and advances payable by the Company under the Pass Thr...
