Common use of Expenses; Taxes; Indemnity Clause in Contracts

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following the occurrence of an Event of Default, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer or any Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower Xxxxxxx-Xxxxxx agrees to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, Agent and each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower Agent and, with respect to costs incurred by the AgentsAgent, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees such counsel and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)local counsel) incurred by the Agents Agent or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following except as to costs and expenses made necessary by reason of the occurrence gross negligence or willful misconduct of an Event of Defaultthe Agent or any Lender, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, either the LC Issuer Agent or any Lender, and (B) any litigationlitigation brought by the Agent, any Lender or such Borrower and related in any way to this Agreement or the Loan Documents (other than the costs and expenses incurred by the Agent or any Lender, respectively, in connection with any litigation which results in a final, non-appealable judgment against the Agent or such Lender) and (C) any proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Each Borrower agrees agrees, jointly and severally, to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower Company and, with respect to costs incurred by the Agents, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following the occurrence of an Event of Default, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer or any Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower agrees Cuxxxxx-Xxxxxx xgrees to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, Agent and each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower Agent and, with respect to costs incurred by the AgentsAgent, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees such counsel and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)local counsel) incurred by the Agents Agent or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following except as to costs and expenses made necessary by reason of the occurrence gross negligence or willful misconduct of an Event of Defaultthe Agent, any Issuing Bank or any Lender, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, either the LC Issuer Agent or any Lender, and (B) any litigationlitigation brought by the Agent, any Lender, any Issuing Bank or such Borrower and related in any way to this Agreement or the Loan Documents (other than the costs and expenses incurred by the Agent, any Lender or any Issuing Bank, respectively, in connection with any litigation which results in a final, non-appealable judgment against the Agent, such Issuing Bank or such Lender) and (C) any proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agent, the LC Issuer Agent and, in the case of clause (iii) below, each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, Agents or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following the occurrence of an Event of Default, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer Agent or any Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents). 58 64 (b) The Borrower hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower agrees to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees, taxes or impositions. (c) The Borrower hereby agrees to reimburse and indemnify each of the Indemnified Parties from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel (including, without duplication, allocated costs of in-house counsel) for such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or directly or indirectly with the proceeds of any Loan (and without in any way limiting the generality of the foregoing, including any violation or breach of any Requirement of Law or any other Law by the Borrower or any Subsidiary); or any exercise by any Agent or any Lender of any of its rights or remedies under this Agreement or any other Loan Document); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements resulting primarily from the gross negligence or willful misconduct of such Indemnified Party. If and to the extent that the foregoing obligations of the Borrower under this subsection (c), or any other indemnification obligation of the Borrower hereunder or under any other Loan Document, are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Section 10.07.

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agentthe Agent harmless against liability for the payment of all fees and expenses of Reed Xxxxx Xxxx & XcClxx xxxurred by the Agent and arising from or relating to the negotiation, preparation, execution and delivery of this Agreement and the LC Issuer andother Loan Documents, subject to the limitations set forth in the case of clause (iii) belowletter dated June 9, 1997 from Reed Xxxxx Xxxx & XcClxx xx the Agent. The Borrower agrees to pay or cause to be paid and to save each of the Lenders Lender Party harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and outside counsel, including local counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)costs) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer Party from time to time arising from or relating to (i) in the negotiation, preparation, execution, deliverycase of the Agent, administration and performance of this Agreement and the other Loan Documents, (ii) in the case of the Agent, any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following in the occurrence case of an Event of Defaulteach Lender Party, the enforcement or preservation of rights under this Agreement or any other Loan Document in connection with any Put Event, Default or Event of Default (including but not limited to any such costs or expenses arising from or relating to (A) the creation, perfection or protection of any Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for taxes, filing fees and the like, (C) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer or any LenderLender Party, and (BD) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).or

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agentthe Agent harmless against liability for the payment of all fees and expenses of Reed Xxxxx Xxxx & XcClxx xxxurred by the Agent and arising from or relating to the negotiation, preparation, execution and delivery of this Agreement and the LC Issuer andother Loan Documents, subject to the limitations set forth in the case of clause (iii) belowletter dated June 9, 1997 from Reed Xxxxx Xxxx & XcClxx xx the Agent. The Borrower agrees to pay or cause to be paid and to save each of the Lenders Lender Party harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and outside counsel, including local counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)costs) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer Party from time to time arising from or relating to (i) in the negotiation, preparation, execution, deliverycase of the Agent, administration and performance of this Agreement and the other Loan Documents, (ii) in the case of the Agent, any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following in the occurrence case of an Event of Defaulteach Lender Party, the enforcement or preservation of rights under this Agreement or any other Loan Document in connection with any Put Event, Default or Event of Default (including but not limited to any such costs -55- 61 or expenses arising from or relating to (A) the creation, perfection or protection of any Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for taxes, filing fees and the like, (C) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer or any LenderLender Party, and (BD) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents), except to the extent any such costs and expenses result primarily from the gross negligence or willful misconduct of such Lender Party.

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following the occurrence of an Event of Default, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer or any Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents). (b) The Borrower hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by any Agent, the LC Issuer or any Lender to be payable in connection with this Agreement or any other Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower agrees to save each Agent, the LC Issuer and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees, taxes or impositions. (c) The Borrower hereby agrees to reimburse and indemnify each of the Indemnified Parties from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel (including, without duplication, allocated costs of in-house counsel) for such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or directly or indirectly with the proceeds of any Loan or Letter of Credit (and without in any way limiting the generality of the foregoing, including any violation or breach of any Requirement of Law or any other Law by the Borrower or any Subsidiary); or any exercise by any Agent or any Lender of any of its rights or remedies under this Agreement or any other Loan Document); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements resulting primarily from the gross negligence or willful misconduct of such Indemnified Party. If and to the extent that the foregoing obligations of the Borrower under this subsection (c), or any other indemnification obligation of the Borrower hereunder or under any other Loan Document, are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Section 10.07.

Expenses; Taxes; Indemnity. (a) The Borrower Xxxxxxx-Xxxxxx agrees to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, Agent and each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower Agent and, with respect to costs incurred by the AgentsAgent, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees such counsel and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)local counsel) incurred by the Agents Agent or, in the case of clause (iii) below below, any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following except as to costs and expenses made necessary by reason of the occurrence gross negligence or willful misconduct of an Event of Defaultthe Agent, any Issuing Bank or any Lender, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, either the LC Issuer Agent or any Lender, and (B) any litigationlitigation brought by the Agent, any Lender, any Issuing Bank or any Borrower and related in any way to this Agreement or the other Loan Documents (other than the costs and expenses incurred by the Agent, any Lender or any Issuing Bank, respectively, in connection with any litigation which results in a final, non-appealable judgment against the Agent, such Issuing Bank or such Lender) and (C) any proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).

Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agent, the LC Issuer Agent and, in the case of clause (iii) below, each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, Agents or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following the occurrence of an Event of Default, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer Agent or any Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).