Expenses of Defense. When a civil or criminal action is brought against an employee in the unit for an act or omission to act arising out of, or in the course of, the duties of that employee, which act or omission the District agrees is so related and arose out of the scope and course of the employee's duties, the District agrees to pay the reasonable cost of counsel and appeal, if the District agrees to an appeal, if any, and, to the extent permitted by law, shall hold harmless and protect such employee from any financial loss resulting thereof.

Expenses of Defense. Without limiting Section 9.4, above, NEXX agrees to pay all expenses of the defense, including any amount in settlement, of all claims, demands, proceedings or actions described in Sections 9.4.1 through 9.4.3 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. above which may be asserted against any of the Indemnified Persons, regardless of merit, and agrees to permit IBM, at IBM’s expense, to actively participate in the defense or settlement of any such claims, demands, proceedings or actions and in any claim, demand, proceeding or action brought against NEXX and not IBM, at the option of IBM, to permit IBM, at IBM’s expense, to intervene in or become a party to any such claim, demand, proceeding or action. Each Party shall promptly notify the other Party of any claim, demand, proceeding or action of which it becomes aware that relates to the indemnification obligations under Section 9.4.

Expenses of Defense. If there is a third-party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts reasonably incurred or accrued by an Indemnified Party in defense of such third-party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder.

Expenses of Defense. Any reasonable expenses incurred by any ---- ------------------- indemnified person pursuant to this Article 14 in defending any Claim (or the threat thereof), other than a Claim brought by the indemnifying party, if incurred prior to the assumption by the indemnifying party of the defense thereof, shall be borne and paid by the indemnifying party, in advance of the final disposition of such Claim (or the threat thereof) upon receipt of an undertaking by or on behalf of the indemnified person to repay to the indemnifying party the amount of such expenses if it shall ultimately be determined that such indemnified person is not entitled to the indemnification provided for under this Article 14.

Expenses of Defense. In the event that any legal action is commenced against ALLERGAN for, or based upon an alleged patent infringement relating to the manufacture, use or sale of Compound, any costs, including outside legal fees, and court awarded damages actually paid by ALLERGAN in connection with such action shall be creditable against royalties due XOMA hereunder in such country or countries; provided, however, that XOMA's liability to ALLERGAN under this Section 11.2 shall not exceed [*] of the total amount of royalties due XOMA hereunder in such country or countries, during the period subsequent to the commencement of such action.

Expenses of Defense. Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in Section 3.05(b) of this Agreement may be paid as an expense of the applicable Portfolio from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person that such amount will be paid over by him or her to the applicable Portfolio if it is ultimately determined that he is not entitled to indemnification under this Section 3.05; provided, however, that either (i) the Covered Person shall have provided appropriate security for such undertaking,

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Taxes Expenses of Enforcement Etc All payments required to be made by any of the Guarantors hereunder shall be made without setoff or counterclaim and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political or taxing authority thereof; provided, however, that if any of the Guarantors is required by law to make such deduction or withholding, such Guarantor shall forthwith pay to the Administrative Agent or any Lender, as applicable, such additional amount as results in the net amount received by the Administrative Agent or any Lender, as applicable, equaling the full amount which would have been received by the Administrative Agent or any Lender, as applicable, had no such deduction or withholding been made. The Guarantors also agree to reimburse the Administrative Agent and the Lenders for any reasonable costs and out-of-pocket expenses (including reasonable attorneys’ fees) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guarantee.
Expenses of the Company The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following:
Expenses of Sale Except as otherwise specifically provided herein, each Party to this Agreement shall pay its own expenses (including without limitation, the fees and expenses of their respective agents, representatives, counsel and accountants) with respect to the negotiation, execution and the delivery of this Agreement and the consummation of the transactions under this Agreement.
Expenses of Enforcement, Etc The Guarantors agree to reimburse the Administrative Agent and the other Holders of Guaranteed Obligations for any reasonable costs and out-of-pocket expenses (including attorneys’ fees) paid or incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty.
Payment of Costs and Expenses Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.
Costs and Expenses, etc The Administrative Agent shall have received for the account of each Lender, all fees, costs and expenses due and payable pursuant to Section 9.03 of the Credit Agreement, if then invoiced.
Expenses of the Parties Except as otherwise provided herein, all expenses incurred by or on behalf of the parties hereto in connection with the authorization, preparation and consummation of this Agreement, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants employed by the parties hereto in connection with the authorization, preparation, execution and consummation of this Agreement shall be borne solely by the party who shall have incurred the same.
Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, 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 shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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