Common use of Expenses; Documentary Taxes; Indemnification Clause in Contracts

Expenses; Documentary Taxes; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agents, including reasonable fees and disbursements of special counsel for the Agents, in connection with the preparation of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agents or any Lender, including fees and disbursements of counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company shall indemnify the Agents and each Lender against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Financing Documents. (b) The Company agrees to indemnify the Agents, the Co-Agent and each Lender, and hold each of them harmless, from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, reasonable fees and disbursements of counsel, which may be incurred by such Lender (or by such Agent or the Co-Agent) in connection with any investigative, administrative or judicial proceeding (whether or not it shall be designated a party thereto) relating to or arising out of the Financing Documents or any actual or proposed use of proceeds of Loans hereunder; provided that none of the Agents, the Co-Agent and the Lenders shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-pocket expenses and internal charges of the Agents, Bank (including reasonable fees and disbursements of special counsel for the Agents, counsel) in connection with the preparation of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if there is an Event of Default occursDefault, all out-of-pocket expenses incurred by the Agents or any Lender, Bank (including reasonable fees and disbursements of counsel, ) in connection with such Event of Default and any collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Company Borrower shall indemnify the Agents and each Lender Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Financing DocumentsTerm Note. (b) The Company Borrower agrees to indemnify the Agents, the Co-Agent and each Lender, Bank and hold each of them harmless, the Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, kind (including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Lender (or by such Agent or counsel for the Co-Agent) Bank in connection with any investigative, administrative or judicial proceeding (proceeding, whether or not it the Bank shall be designated a party thereto) which may be incurred by the Bank relating to or arising out of the Financing Documents or any actual or proposed use of proceeds of Loans hereunderthe Term Loan hereunder or any merger or acquisition involving the Borrower; provided provided, that none of the Agents, the Co-Agent and the Lenders Bank shall not have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the AgentsAgent, including reasonable fees and disbursements of special counsel for the AgentsAgent, in connection with the preparation of the Financing Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agents or any LenderAgent and each Bank, including fees and disbursements of counsel, and all allocated costs of in-house counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company shall indemnify the Agents and each Lender Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Financing Documentsthis Agreement, any Election to Participate or Election to Terminate or any Note. (b) The Company agrees to indemnify the Agents, the Co-Agent and each Lender, Bank and hold each of them harmless, Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Lender any Bank (or by such the Agent or the Co-Agentin connection with its actions as Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not it such Bank shall be designated a party thereto) relating to or arising out of the Financing Documents this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that none of the Agents, the Co-Agent and the Lenders no Bank shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Expenses; Documentary Taxes; Indemnification. (a) The Company Borrower shall pay (i) all reasonable out-of-of- pocket expenses of the AgentsAgent, including reasonable fees and disbursements of special counsel (including internal counsel) for the AgentsAgent, in connection with the preparation of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agents or any LenderAgent and each Bank, including reasonable fees and disbursements of counsel (including internal counsel), in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company Borrower shall indemnify the Agents and each Lender Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Financing DocumentsNotes. (b) The Company Borrower agrees to indemnify the Agents, the Co-Agent and each Lender, Bank and hold each of them harmless, Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel (including internal counsel), which may be incurred by such Lender any Bank (or by such the Agent or the Co-Agentin connection with its actions as Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not it such Bank shall be designated a party thereto) relating to or arising out of the Financing Documents this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that none of the Agents, the Co-Agent and the Lenders no Bank shall have the right to be indemnified hereunder (i) for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction or (ii) except as provided in subsection (a) of this Section, for any amount incurred as a result of actions taken to enforce the contractual rights and obligations of the parties hereto under this Agreement.