Fees and Indemnification Clause Samples
Fees and Indemnification. (a) The Borrower agrees to pay the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent in connection with the preparation and execution of this Agreement and the other Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated.
(b) The Borrower further agrees to indemnify the Administrative Agent, each Lender, and any security trustee or collateral agent therefore (including the Collateral Agent), and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the Collateral Agent, or a Lender at any time, shall reimburse the Administrative Agent, the Collateral Agent, or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. The obligations of the B...
Fees and Indemnification. (a) The U.S. Producer and U.S. Importers jointly and severally agree to pay the Escrow Agent the fee specified in in connection with the execution, delivery and performance of this Escrow Agreement by the Escrow Agent and the establishment and maintenance of the Escrow Account. All such escrow fees and costs will be split one third (33.33%) to Petitioner, one third (33.33%) to Irving Paper, and one third (33.33%) to PHP.
(b) The U.S. Producer and U.S. Importers also jointly and severally agree to indemnify the Escrow Agent and its officers, directors, employees and agents (each an “Indemnified Party”) and save the Indemnified Parties harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by the Indemnified Parties as a result of Claims asserted against the Indemnified Parties as a result of or in connection with the Escrow Agent’s capacity as such under this Escrow Agreement by any person or entity not a Party, except to the extent and only to the extent such Claims or Losses arise out of or are related to gross negligence or willful misconduct of the Escrow Agent. For the purposes hereof:
Fees and Indemnification. (a) The Borrower agrees to pay the reasonable fees and disbursements of counsel to the Agent, in connection with the preparation and execution of this Agreement and the other Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated.
(b) The Borrower further agrees to indemnify the Agent and each Bank, their respective directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitations, all reasonable expenses of litigation or preparation therefor whether or not the Agent or any Bank is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The obligations of the Borrower under this Section shall survive the termination of this Agreement.
Fees and Indemnification. The Borrower agrees to pay the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent in connection with the preparation and execution of this Agreement and the other Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated.
Fees and Indemnification. (a) The Borrower agrees to pay the reasonable fees and disbursements of counsel to the Lender, in connection with the preparation and execution of this Agreement and the other Loan Documents, and any recording or filing of any of the foregoing, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to pay the Lender or any other holder of the Obligations all costs and expenses (including court costs and attorneys' fees) incurred or paid by the Lender or any other holder of the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any other Loan Document or any other instrument or document delivered thereunder.
(b) The Borrower further agrees to indemnify the Lender, its directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitations, all reasonable expenses of litigation or preparation therefor whether or not the Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, any other Loan Document, the Collateral transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The obligations of the Borrower under this Section shall survive the termination of this Agreement.
Fees and Indemnification. (a) The Borrower agrees to pay the reasonable fees and disbursements of counsel to the Agent, in connection with the preparation and execution of this Agreement and the other Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated.
(b) The Borrower further agrees to indemnify the Agent, each Bank and their Affiliates, their respective directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitations, all reasonable expenses of litigation or preparation therefor whether or not the Agent or any Bank or any of their Affiliates is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Agent or a Bank at any time, shall reimburse the Agent or such Bank or its Affiliate for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. The obligations of the Borrower under this Section shall survive the termination of this Agreement.
Fees and Indemnification. The Escrow Fund will reimburse Parent promptly and periodically for the costs of defending against the claim or Legal Proceeding (including reasonable attorneys' fees and expenses), and (C) the Escrow Fund will remain responsible for the claim or Legal Proceeding to the fullest extent of the indemnification rights pursuant to this Section 1.
Fees and Indemnification. Purchaser will pay to Shareholder and Seller, and indemnify each of them from, against and in respect of, all Losses, fees, costs and expenses incurred by Shareholder or Seller arising out of or relating to the Accounts (including the Lock Boxes), including any negative balances or overdraft amounts existing on or after the end of the Account Transition Period (and related costs, fees, expenses and penalties) and any fees, costs, and expenses relating to the operation or maintenance of the Accounts (including the Lock Boxes) from and after the date hereof; provided, however, that Purchaser shall not be obligated to reimburse Seller or Shareholder for any internal costs and expenses of Seller or Shareholder in the nature of employment-related costs or allocations of overhead costs. Shareholder and Seller shall be entitled to set-off any amount that either of them may be entitled to pursuant to this Section 9.9(e) against any amount, right or obligations owed to Purchaser under this Agreement or any Purchaser Ancillary Documents, including the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement.
Fees and Indemnification