Fees and Expenses; Indemnity. (a) Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Buyer, including, without limitation, reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including, without limitation, all costs of filing or recording any assignments, financing statements, amendments and other documents), (iv) performance of due diligence, collateral audits and servicing appraisals by Buyer or any agent of Buyer conducted prior to and after the date hereof, and (v) enforcement of Buyer’s rights hereunder and under any other Transaction Document (including, without limitation, costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to Seller, appeals and any anticipated post-judgment collection services).
(b) In addition to its other rights hereunder, Seller shall indemnify Buyer and Buyer’s Affiliates and Subsidiaries and their respective directors, officers, agents, advisors and employees (collectively the “Indemnified Parties”) against, and hold Buyer and each of them harmless from, any losses, liabilities, damages, claims and out-of-pocket costs and expenses reasonably incurred (including reasonable attorneys’ fees and disbursements) suffered or incurred by any Indemnified Party (“Losses”) relating to or arising out of this Agreement, any other Transaction Document or any other related document, or any transaction contemplated hereby or thereby or any use or proposed use of proceeds thereof and amendment or waiver thereof, or any breach of any covenant, representation or warranty contained in any of such documents, or arising out of, resulting from, or in any manner connected with, the purchase by Buyer of any Mortgage Loan or the servicing of any Purchased Mortgage Loans by Seller or any Subservicer; provided that Seller shall not be required to indemnify any Indemnified Party to the extent such Losses result from the gross negligence or willful misconduct of such Indemnified Party. The provisions of Paragraph 16 shall survive the termination of this Agreement.
Fees and Expenses; Indemnity. The Borrowers will promptly pay all costs of the Agent in preparing the Loan Documents and all costs and expenses of the issue of the Notes and of the Borrowers' and the other Loan Parties' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any assignments, mortgages, financing statements and other documents and all appraisal and environmental review fees and expenses), and the reasonable fees and expenses and disbursements of counsel to the Agent in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement, the other Loan Documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Banks and the Agent, the negotiation, preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument that is proposed but not executed and delivered) and with any claim or action threatened, made or brought against any of the Banks or the Agent arising out of or relating to any extent to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby (other than a claim or action resulting from the gross negligence, willful misconduct, or intentional violation of law by the Agent and or the Banks). In addition, the Borrowers will promptly pay all costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by each Bank in connection with its enforcement of the payment of the Notes held by it or any other sum due to it under this Agreement or any of the other Loan Documents or any of its other rights hereunder or thereunder. In addition to the foregoing, each Borrower shall indemnify each Bank and the Agent and each of their respective directors, officers, employees, attorneys, agents and Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans and any and all tra...
Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease.
19.2 Except to the extent of claims or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or ...
Fees and Expenses; Indemnity. (a) The fees, costs and expenses of the Escrow Agent for its services hereunder, all as set forth in the fee schedule attached hereto as Annex I, shall be borne by Sembcorp. Any fees and compensation payable to the Escrow Agent under this Agreement shall not be payable out of the Escrow Funds.
(b) Sembcorp and Biwater, jointly and severally, shall reimburse and indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively, the “Indemnitees”) for, and hold them harmless against, any loss, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, but not limited to, reasonable attorneys’ fees and disbursements, reasonably incurred by the Indemnitees in connection with the Escrow Agent’s acceptance and administration of this Agreement and its performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, that notwithstanding the foregoing, neither Sembcorp nor Biwater shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, willful misconduct or gross negligence (each as determined by a final nonappealable order, judgment, decree or ruling of a court of competent jurisdiction). This Section 8 shall survive the termination of this Agreement and the resignation, removal or replacement of the Escrow Agent.
Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower will promptly pay all reasonable out-of-pocket costs of the Agent in preparing the necessary documents hereunder and all reasonable costs and out-of-pocket expenses of the issue of the Note and of the Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any documents) and the reasonable fees and expenses and disbursements of counsel to the Agent, in connection with the preparation, execution, delivery and enforcement of this Agreement, the other documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Agent, the negotiation, preparation and execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder or the transactions contemplated hereby or thereby.
(b) In addition, the Borrower will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Agent in connection with its enforcement of the payment of the Note or any other sum due to it under this Agreement or any of the other documents hereunder or any of its other rights hereunder or thereunder.
Fees and Expenses; Indemnity. Borrower will pay to Lender or as Lender directs all reasonable fees, charges, costs and expenses required to satisfy the conditions of the Loan Documents and the Commitment. Borrower will hold Lender harmless and indemnify Lender from all claims of brokers and “finders” arising by reason of the execution and delivery hereof or the consummation of the transaction contemplated hereby.
Fees and Expenses; Indemnity. Each Borrower will pay all reasonable fees, charges, costs and expenses required to satisfy the conditions of the Financing Documents. Each Borrower shall hold the Lenders harmless and indemnify the Lenders against all claims of brokers and "finders" arising by reason of the execution and delivery of the Financing Documents or the consummation of the transaction contemplated hereby. Neither party is aware of any broker having a claim for payment.
Fees and Expenses; Indemnity. Section 18.01. If Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant's part to be observed or performed, Owner, at any time thereafter and without notice in cases of emergency, or in any other case after thirty (30) days notice (which may be mailed, delivered or left at the Demised Premises notwithstanding any contrary provisions of Article 26), may remedy such default for Tenant's account and at Tenant's expense, without thereby waiving any other rights or remedies of Owner with respect to such default.
Section 18.02. Tenant agrees to indemnify and save Owner harmless of and from all loss, cost, liability, damage and expense including, but not limited to, reasonable counsel fees, penalties and fines, incurred in connection with or arising from (i) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or (ii) the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, or (iii) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person, in or about the Demised Premises or the Building either prior to, during, or after the expiration of, the Demised Term, including, but not limited to, any acts, omissions or negligence in the making or performing of any Alterations. Tenant further agrees to indemnify and save harmless Owner, Owner's agents, and the lessor or lessors under all ground or underlying leases, of and from all loss, cost, liability, damage and expense, including, but not limited to, reasonable counsel fees, incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, occupancy, act, omission or negligence referred to in the preceding sentence. If any action or proceeding shall be brought against Owner or Owner's agents, or the lessor or lessors under any ground or underlying lease, based upon any such claim and if Tenant, upon notice from Owner, shall cause such action or proceeding to be defended at Tenant's expense by counsel acting for Tenant's insurance carriers in connection with such defense or by other counsel reasonably satisfactory to Owner, without any disclaimer of liability by Tenant in connection with such claim,...
Fees and Expenses; Indemnity. Pay all reasonable fees, charges, costs and expenses required to satisfy the conditions of the Financing Documents. The Borrower shall hold the Lenders harmless and indemnify the Lenders against all claims of brokers and "finders" arising by reason of the execution and delivery of the Financing Documents or the consummation of the transaction contemplated hereby.
Fees and Expenses; Indemnity. The Purchaser shall pay all of the fees of the Escrow Agent for its services hereunder as and when billed by the Escrow Agent; provided, however, that each of the Purchaser and the Issuer shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, one-half (1/2) of any loss, liability, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided that notwithstanding the foregoing, neither the Purchaser nor the Issuer shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's recklessness, willful misconduct or breach of this Agreement.
