Indemnification for Costs. Charges and Expenses of Successful ------------------------------------------------------------- Party. ----- Notwithstanding the other provisions of this Agreement, to the extent that Indemnitee has served as a witness on behalf of the Indemnitors or has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 3 and Section 4 hereof, or in defense of any claim, issue or matter therein, shall be indemnified against all reasonable costs, charges, and expenses (including counsel fees) actually and reasonably incurred by him or on his behalf in connection therewith.
Indemnification for Costs. During any period of time in which interest on the Note is accruing on the basis of an Available Rate other than one that adjusts on a daily basis, the Borrower shall, upon the Lender's request, promptly pay to and reimburse the Lender for all costs incurred and payments made by the Lender by reason of any future assessment, reserve, deposit or similar requirement or any surcharge, tax or fee imposed upon the Lender or as a result of the Lender's compliance with any directive or requirement of any regulatory authority pertaining or relating to funds used by the Lender in quoting and determining such Available Rate.
Indemnification for Costs. Charges and Expenses of Party Who is Wholly or Partly Successful. Notwithstanding any provision of this Agreement, to the extent that Indemnitee has been wholly successful on the merits or otherwise involved in any Proceeding on any claim, issue or matter, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee's behalf in connection therewith to the extent permitted by Delaware law. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines and amounts paid in settlement, incurred by Indemnitee with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any such claim, issue or matter by dismissal with or without prejudice shall be deemed to be a successful result as to such claim, issue or matter.
Indemnification for Costs. Mortgagor hereby indemnifies Mortgagee and agrees to defend and hold Mortgagee harmless from and against all costs, liabilities and expenses, including but not limited to attorneys' fees and expenses to the fullest extent not then prohibited by applicable law, and costs of any Environmental Audit, title search, continuation of abstract and preparation of survey, incurred by reason of any action, suit, proceeding, hearing, motion or application before any court or administrative body, including an action to foreclose or to collect any indebtedness or obligation secured hereby, or incurred in connection with any extra-judicial collection procedure, in and to which Mortgagee may be or become a party by reason hereof, including, without limitation, any Taking, bankruptcy, probate and administration proceedings, as well as any other proceeding wherein proof of claims required to be filed by law or in which it becomes necessary to defend or uphold the terms of and the lien created by this Mortgage.
Indemnification for Costs. Charges and Expenses of --------------------------------------------------
Indemnification for Costs. Charges, and Expenses of Successful -------------------------------------------------------------- Party. Notwithstanding the other provisions of this Agreement and in addition ----- to the rights to indemnification set forth elsewhere herein, to the extent that Indemnitee has served as a witness on behalf of the Company or has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Sections 3 and 4 hereof, or in defense of any claim, issue, or matter therein, he shall be indemnified against all costs, charges, and expenses (including attorneys'
Indemnification for Costs. Charges and Expenses if Wholly or Partly Successful, Payment.
(a) Notwithstanding the other provisions contained in this Agreement, to the extent that Indemnitee has served as a witness on behalf of the Company, or has been wholly or partly successful on the merits or otherwise involved in a Proceeding on any claim, issue or matter, or has incurred liability for any Tax, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith, including all Expenses incurred in the preparation of any filings or returns relating to Taxes. For purposes of this provision and without limitation, the termination of any such claim, issue or matter by dismissal with or without prejudice shall be deemed to be a successful result as to such claim, issue or matter. If Indemnitee is partially successful, the Company shall nevertheless indemnify the Indemnitee, as a matter of right, to the extent the Indemnitee has been partially successful.
(b) Any payment made to Indemnitee under this Agreement shall be equal to an amount which is the product of (x) the amount to be paid to the Indemnitee as indemnification or as reimbursement for Expenses (the "Indemnifiable Amount") multiplied by (y) a fraction the numerator of which is one and the denominator of which is one minus the sum of the combined total rates, expressed as a fraction, of all federal, state, local and other taxes applicable to the Indemnitee by virtue of the Indemnitee's inclusion into gross income of such Indemnificable Amount.
Indemnification for Costs. Subject to the terms of this Article 10, the Shareholders shall indemnify and hold harmless Millers and the Surviving Corporation, their officers, directors, employees and controlling persons from any liability, damage, deficiency, loss, penalty, cost or expense, including reasonable attorneys fees and costs of investigating and defending against lawsuits, complaints, actions or other pending or threatened litigation (being hereafter referred to in this Article 10 as "Millers Costs"), arising from or attributable to (i) any breach of any representation, warranty or agreement made by the Company or the Management Shareholders hereunder or in any certificate delivered in connection with the transactions contemplated herein, (ii) Millers Costs incurred as a result of any failure to timely file Forms 5500 or similar filings as referenced in Schedule 3.20 or (iii) Millers Costs incurred as a result of any failure to timely make the Top Hat filing required by Department of Labor Regulation Section 2520.104-23 as referenced in Schedule 3.20. Notwithstanding any other provisions of this Agreement or any other agreement, instrument or document to the contrary, no indemnification pursuant to this Section 10.1 shall be payable pursuant to the Escrow Agreement unless and until the Millers Costs exceed $100,000.00 in the aggregate. At such time as Millers Costs exceed $100,000.00 in the aggregate, the Shareholders shall, to the extent of the amount in the Millers Account (as defined in the Escrow Agreement), be liable to Millers and the Surviving Corporation for all Millers Costs in excess of $100,000.00.
Indemnification for Costs. During any period of time in which a Fixed Rate Advance or Fixed Rate Term Advance is outstanding, the Borrower shall, upon Bank's request, promptly pay to and reimburse the Bank for all costs incurred and payments made by Bank by reason of any future assessment, reserve, deposit or similar requirements or any surcharge, tax or fee imposed upon Bank or as a result of Bank's compliance with any directive or requirement of any regulatory authority pertaining or relating to funds used by Bank in quoting and determining the Fixed Rate. The Fixed Rate applicable to any Fixed Rate Advance or Fixed Rate Term Advance for any Interest Period shall be automatically adjusted during such Interest Period to reflect any change in the applicable assessment, reserve or similar requirement provided, however, that any failure or delay of the Bank to so adjust the Fixed Rate in any instance shall not be deemed a waiver of the right to adjust the Fixed Rate for the same or any later instance.
Indemnification for Costs. If another franchise or other right to provide Cable Service or other comparable services is authorized by the Grantor the Grantor will require the new franchisee to reimburse and hold harmless the Grantee from and against all costs and expenses incurred by or on behalf of the Grantee for strengthening poles, replacing poles, rearranging attachments, placing underground facilities, repairing cable cuts caused by the new franchisee, its contractors or subcontractors and all other costs, including those of the Grantor, the Grantee, and any utilities, required by inspections, make-ready and construction of such additional system.
