Common use of Expenses of Enforcement, Etc Clause in Contracts

Expenses of Enforcement, Etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”). The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of the consummation of the loan evidenced by this Note and the use of the proceeds thereof or any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (i) the Company’s aggregate liability under this Note to the Payee shall not exceed the outstanding aggregate principal amount of this Note (this limitation does not apply to Fees and Expenses), and (ii) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Expenses of Enforcement, Etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Secured Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”)for the Payee. The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of (i) the consummation of the loan evidenced by this Secured Note and the use of the proceeds thereof or (ii) any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (ia) the Company’s aggregate liability under this Secured Note to the Payee shall not exceed the outstanding aggregate principal amount of this the Secured Note (this limitation does not apply to Fees and Expenses), and (iib) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Expenses of Enforcement, Etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”)for the Payee. The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of (i) the consummation of the loan evidenced by this Note and the use of the proceeds thereof or (ii) any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee Payee or any such person on account of the payeePayee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (iy) the Company’s aggregate liability under this Note to the Payee shall not exceed the outstanding aggregate principal amount of this the Note (this limitation does not apply to Fees and Expenses), all accrued and unpaid interest thereon and (iiz) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconductnegligence. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Expenses of Enforcement, Etc. The Company agrees to pay all reasonable and accountable fees and expenses incurred by the Payee in connection with the negotiation, execution and delivery of this Convertible Note (including the reasonable and accountable fees and expenses of counsel to the placement agent for the Payees). The Company agrees to pay all reasonable and accountable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “"workouts” " of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Convertible Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”)for the Payee. The Company indemnifies agrees to indemnify the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and accountable counsel fees and expenses, incurred by by, or asserted against against, the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of (i) the consummation of the loan evidenced by this Convertible Note and the use of the proceeds thereof or (ii) any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s 's or such person’s 's gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (i) the Company’s aggregate liability under this Note to the Payee shall not exceed the outstanding aggregate principal amount of this Note (this limitation does not apply to Fees and Expenses), and (ii) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Expenses of Enforcement, Etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”)for the Payee. The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of (i) the consummation of the loan evidenced by this Note and the use of the proceeds thereof or (ii) any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (i) the Company’s aggregate liability under this Note to the Payee shall not exceed the outstanding aggregate principal amount of this the Note (this limitation does not apply to Fees and Expenses), all accrued and unpaid interest thereon and (ii) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconductnegligence. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Expenses of Enforcement, Etc. The Company (a) Each Guarantor agrees to pay or reimburse the Agent and each other Secured Party for all reasonable fees advances, charges, costs and expenses incurred by the Payee in connection with Agent or any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee other Secured Party in connection with the enforcement or protection exercise of its respective rights and remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in connection with any effort to enforce any of the provisions of this Note, Guaranty or in connection with collecting against any pending Guarantor hereunder or threatened actionotherwise enforcing or preserving any rights under this Guaranty and the other Loan Documents to which any Guarantor is a party, proceedingincluding, or investigation relating to without limitation, the foregoing, including but not limited to the reasonable fees and disbursements of one counsel (1including the allocated fees and expenses of in-house counsel) legal to each Secured Party and of counsel that represents all Noteholders to the Agent. (“Fees and Expenses”). The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents againstb) Each Guarantor agrees to pay, and agrees to hold save the Payee Agent and each such person and/or entity the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, court costs and attorneys' fees, any and all liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected withwith respect to, or as a result of the consummation of the loan evidenced by this Note resulting from any delay in paying, any and the use of the proceeds thereof all stamp or any claim, litigation, investigation other taxes which may be payable or proceedings relating determined to be payable in connection with any of the foregoingtransactions contemplated by this Guaranty) incurred because of, whether incident to, or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to to, the indemnification obligations of the Company hereunderexecution, (i) the Company’s aggregate liability under this Note to the Payee shall not exceed the outstanding aggregate principal amount delivery, enforcement, performance and administration of this Note (this limitation does not apply Guaranty to Fees and Expenses), and (ii) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconduct. To the extent that the foregoing undertaking Borrower would be required to do so pursuant to Section 9.03 of the Credit Agreement. All amounts for which any Guarantor is liable pursuant to this Section 18 shall be due and payable by the Company may be unenforceable for any reason, the Company shall make the maximum contribution such Guarantor to the payment Secured Parties upon demand. (c) The agreements in this Section 18 shall survive the termination of this Guaranty and satisfaction of each the other Loan Documents and the repayment of the indemnified liabilities which is permissible Guaranteed Obligations and all other amounts payable under applicable lawthe Credit Agreement and the other Loan Documents.

Expenses of Enforcement, Etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Secured Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”)for the Payee. The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of (i) the consummation of the loan evidenced by this Secured Note and the use of the proceeds thereof or (ii) any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (ia) the Company’s aggregate liability under this Secured Note to the Payee shall not exceed the outstanding aggregate principal amount of this the Secured Note (this limitation does not apply to Fees and Expenses), all accrued and unpaid interest thereon and (iib) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.