Indemnification; Costs Sample Clauses
The Indemnification; Costs clause requires one party to compensate the other for losses, damages, or expenses arising from specific claims or liabilities, often related to breaches of contract or third-party actions. In practice, this means if one party is sued or incurs costs due to the other party's actions or omissions, the responsible party must cover those costs, including legal fees and settlements. This clause serves to allocate risk between the parties and ensures that the party suffering harm is protected from financial loss resulting from the other party's conduct.
Indemnification; Costs. Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if: (i) the Indemnified Party shall have retained such counsel in accordance with the preceding Section 13.2(c); (ii) Indemnifying Party shall elect not to assume the defenses of such action; (iii) Indemnifying Party, within a reasonable time after Notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party; or (iv) Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of Indemnifying Party. If Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of Indemnifying Party or, absent such consent, written opinion of the Indemnifying Party’s counsel that such claim is meritorious or warrants settlement.
Indemnification; Costs. (a) The Borrower shall pay from funds pledged as Collateral pursuant to this Agreement (i) the Lender for its reasonable documented out-of-pocket expenses incurred in connection with any amendments, modifications or waivers of the provisions of this Agreement and the Related Documents requested by the Borrower (whether or not the transactions contemplated thereby or thereby shall be consummated), and (ii) the Lender for all documented out-of-pocket expenses incurred in connection with the enforcement or protection of their respective rights (A) in connection with this Agreement and the other Related Documents, including their rights under this Section, or (B) in connection with the Loans made hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans.
(b) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Borrower hereby agrees (to the extent permitted by law) to indemnify and hold harmless, to the fullest extent of the Collateral pledged pursuant to this Agreement, each Indemnified Party from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnified Party by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with (i) the execution and delivery of any Related Document; provided, however, that all costs and expenses solely related to the negotiation and preparation of the Related Documents (including attorneys’ fees) shall be as set forth in Section 8.4(a) above; and (ii) the use of the proceeds of the Loans; provided that the Borrower shall not be required to indemnify an Indemnified Party for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of such Indemnified Party as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any proceeding shall be brought or threatened against an Indemnified Party by reason of or in connection with the events described in clause (i), (ii) or (iii) as a condition of indemnity hereunder each Indemnified Party shall promptly notify the Borrower in writing and the Borrower at the option of the Indemnified Party shall assume the...
Indemnification; Costs. In the event either Party is subject to any action, claim or proceeding resulting from the other’s gross negligence or intentional breach of this Agreement or the Note, the Party at fault agrees to indemnify and hold harmless the other Party to the fullest extent permitted by applicable law from any such action, claim or proceeding. Indemnification shall include all fees, costs and reasonable attorneys’ fees that the indemnified Party may incur. In claiming indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party written notice of any claim that the indemnified Party reasonably believes falls within the scope of this Agreement. The indemnified Party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified Party shall not be final without the indemnified Party’s written consent. Trio-Canada shall pay to Trio- Delaware all costs of collection, including reasonable attorney fees Trio-Delaware may incur in enforcing this Agreement or the Note.
Indemnification; Costs. Except for warranty obligations of Seller pursuant to Section 14.5 below, each party shall not be deemed to have sustained any costs for which it is entitled to indemnification from the other party pursuant to this Agreement or any Ancillary Agreement until such time as the aggregate costs actually incurred by said party exceed TWENTY THOUSAND DOLLARS ($20,000) in the aggregate, in which event, the responsible party shall be liable for all costs, including the original TWENTY THOUSAND DOLLARS ($20,000).
Indemnification; Costs. Each of the parties hereto understands the meaning and legal consequences of this Agreement and agrees to indemnify and hold harmless the other party and each of its directors and officers thereof from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, covenant or agreement of the applicable party contained in this Agreement.
Indemnification; Costs. 5.1 Each party hereto understands the meaning and legal consequences of this Agreement and agrees to indemnify and hold harmless the other party and such other party’s affiliates and their respective directors, officers and employees thereof from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, covenant or agreement of such party contained in this Agreement.
Indemnification; Costs. Indemnification shall include all costs of defense, including attorney's fees, claims, damages or any other losses or expenses incurred in connection with any claim covered.
Indemnification; Costs. The parties hereto shall indemnify an hold Bank harmless from any liability, cost or damage arising out of the parties breach hereof Bank may appear in and defend any action or proceeding purporting to affect the rights or duties of the parties hereunder or any security given for the Loans, and Borrower shall pay all of Bank's costs and expenses.