Expenses Indemnification Etc Sample Clauses
The "Expenses, Indemnification, Etc" clause defines the responsibilities of the parties regarding the payment of costs and the protection against certain liabilities. Typically, this clause outlines which party is responsible for covering expenses such as legal fees, and specifies the circumstances under which one party must compensate or "indemnify" the other for losses, damages, or claims arising from the agreement. For example, if one party is sued due to actions related to the contract, the other party may be required to cover those costs. The core function of this clause is to allocate financial risk and clarify who bears the burden of specific costs and liabilities, thereby reducing uncertainty and potential disputes between the parties.
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Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse:
(i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties;
(ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and
(iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one c...
Expenses Indemnification Etc. The Borrowers agree (a) to pay or reimburse the Agent and the Banks on demand for their reasonable out-of-pocket costs and expenses (including without limitation the reasonable fees and expenses of counsel to the Banks, and other counsel to the Agent and the Banks), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder, provided, however, that the counsel fees charged to Borrowers pursuant to this Subsection 9.3(a)(i) shall not exceed $10,000, plus out of pocket expenses, without the prior approval of Borrowers, such approval not to be unreasonably withheld and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement or any of the other Credit Documents, (b) to pay or reimburse the Agent and the Banks for all reasonable out-of-pocket costs and expenses of the Agent and the Banks (including reasonable counsels' fees and expenses) in connection with (i) the enforcement of this Agreement and any of the other Credit Documents and (ii) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Notes, or any of the other Credit Documents, and (c) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documents. The Borrowers hereby indemnify the Agent and each Bank and their respective directors, officers, employees, agents and Affiliates (each of which is sometimes referred to herein as an "INDEMNIFIED PARTY") and agrees to hold each Indemnified Party harmless against, any and all out of pocket losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect hereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of ...
Expenses Indemnification Etc. (a) The Company shall pay: (i) all reasonable out-of-pocket expenses of the Lender, in connection with (A) the negotiation, preparation, execution and delivery of the Basic Documents and the extension of credit under this Agreement (including the reasonable fees and expenses of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Lender, and of ▇▇▇▇▇ ▇▇▇▇▇▇, Nevada counsel to the Lender, in an aggregate amount not to exceed $150,000) and (B) any modification, supplement or waiver of any of the terms of any Basic Document and (ii) all out- of-pocket expenses of the Lender (including counsels' fees and expenses) in connection with (A) any Default and any enforcement or collection proceedings (including any bankruptcy, reorganization, workout or other similar proceeding) resulting from that Default or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Company under the Basic Documents and (B) the enforcement of this Section 9.02.
(b) The Company shall indemnify the Lender and each of Related Parties from, and hold each of them harmless against, any and all judgments, losses, liabilities, damages or expenses incurred by any of them in connection with or by reason of (i) the execution and delivery of the Basic Documents or any related agreement, instrument or document, or the performance by any Person of its obligations under the Basic Documents, (ii) the Transactions, (iii) the making of the Loan or the use of the proceeds of the Loan, (iv) any actual or claimed presence or release of Hazardous Materials on or from any Property owned, leased or operated by the Company or other Related Person or (v) any actual or prospective claim, litigation, investigation or proceeding related to any of the foregoing, whether based on contract, tort or any other theory (but excluding any such losses, liabilities, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). It shall not be a condition to any such indemnification that the Lender be a party to any such investigation, litigation or other proceeding.
(c) To the extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against the Lender or its Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages).
(d) All amounts due under this Section 9.02 shall be payable not ...
Expenses Indemnification Etc. The Credit Parties, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. 36 15.1. Transaction Expenses..........................................................................................36 15.2. Indemnification...............................................................................................37 15.3. Survival......................................................................................................37
Expenses Indemnification Etc. 51 9.4. AMENDMENTS. ETC . . . . . . . . . . . . . . . . . . . . . . . . . 52 9.5.
Expenses Indemnification Etc. (a) Partnership shall indemnify Lender for all reasonable costs, expenses, and charges (including, without limitation, reasonable fees and charges of legal counsel for Lender) incurred by Lender in connection with the enforcement of this Agreement, the Note or the other Loan Documents resulting from Partnership's breach thereof.
(b) Partnership agrees to indemnify Lender and its directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Partnership of the proceeds of any Loan, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred (i) by reason of the gross negligence or willful misconduct of the person to be indemnified, (ii) in FCC proceedings, wherein each party shall be responsible for its own expenses and (iii) in connection with the preparation of this Agreement).
(c) Partnership agrees to reimburse Lender on demand for any documentary stamp taxes which may be imposed by the State of Florida or other pertinent Taxing authority in connection with the transactions contemplated by this Agreement, the Note or the other Loan Documents.
Expenses Indemnification Etc. (a) The Obligors, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. 82 SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.. . . . . . . . . . 85
Expenses Indemnification Etc. Assignors shall indemnify Lender for all reasonable costs, expenses, and charges (including without limitation, reasonable fees and charges of legal counsel for Lender) incurred by Lender in connection with the enforcement of this Agreement, including without limitation, any expenses incurred in connection with assembling, collecting, maintaining, preserving or protecting the Pledged Collateral. Subject to the limitations set forth in Section 7.3(b) of the Loan Agreement, Assignors and Borrower agree to indemnify Lender from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from Lender's gross negligence or willful misconduct. The obligations of Assignors and Borrower under this Section shall survive the termination of this Agreement.