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Indemnity against costs Sample Clauses

Indemnity against costs. The Account Party shall pay to the Creditor Parties on demand, and the Account Party shall indemnify and keep the Creditor Parties indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees properly incurred and expenses on a full indemnity basis) and taxes thereon suffered or incurred by the Creditor Parties: 16.3.1 in the negotiation, preparation, printing, execution and registration of this Agreement and the other Finance Documents (subject to such overall limit as may be separately agreed by the parties); 16.3.2 in the enforcement or preservation or the attempted enforcement or preservation of any of the Creditor Parties’ rights and powers under this Agreement and the other Finance Documents or of the security constituted by the Finance Documents; and 16.3.3 in connection with any actual or proposed amendment of or supplement to this Agreement or any other of the Finance Documents, or with any request of the Agent to grant any consent or waiver in respect of any provision of this Agreement or any other of the Finance Documents, whether or not the same is given.
Indemnity against costs. The Borrower shall pay to the Lender on demand, and the Borrower shall indemnify and keep the Lender indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by the Lender: 21.2.1 in the negotiation, preparation, printing, execution and registration of this Agreement and the other Security Documents; 21.2.2 in the enforcement or preservation or the attempted enforcement or preservation of any of the Lender's rights and powers under this Agreement and the other Security Documents or of the security constituted by the Security Documents; 21.2.3 in connection with any actual or proposed amendment of or supplement to this Agreement or any other of the Security Documents, or with any request of the Lender to grant any consent or waiver in respect of any provision of this Agreement or any other of the Security Documents, whether or not the same is given; and 21.2.4 arising out of any act or omission made by the Lender in good faith in connection with any of the matters dealt with in the Security Documents.
Indemnity against costs. The Borrower shall pay to the Agent on demand, and the Borrower shall indemnify and keep each Bank indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by that Bank: 15.4.1 in the negotiation, preparation, printing, execution and registration of the Amendment and Restatement Deed and the other Finance Documents; 15.4.2 in the enforcement or preservation or the attempted enforcement or preservation of any of the rights and powers of the Banks (or any of them) under this Agreement and the other Finance Documents or of the security constituted by the Finance Documents; 15.4.3 in connection with any actual or proposed amendment of or supplement to this Agreement or any other Finance Document, or with any request to the Banks (or any of them) to grant any consent or waiver in respect of any provision of this Agreement or any other Finance Document, whether or not the same is given; 15.4.4 arising out of any act or omission made by the Banks (or any of them) in good faith in connection with any of the matters dealt with in the Finance Documents; 15.4.5 in the case of a Lender, resulting from its compliance with any requirement of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or, as the case may be, the European Central Bank to pay fees calculated by reference to liabilities used to fund its Contribution.
Indemnity against costs. The Applicant shall pay to the Bank on demand (and shall indemnify and keep the Bank indemnified against) all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees properly (and in the case of Clauses 15.3.1, 15.3.3 and 15.3.4, reasonably) incurred (subject to agreed limits) and reasonable out-of-pocket expenses) and taxes thereon suffered or incurred by the Bank (and in the absence of fraud, gross negligence or wilful misconduct by the Bank): 15.3.1 in the negotiation, preparation, printing, execution and registration of this Agreement and the other Finance Documents (subject to agreed limits for such costs and, in the case of legal fees a maximum amount of £25,000 (subject to further adjustment as may be agreed between the Bank and the Applicant) plus, in respect of legal fees, VAT and properly incurred disbursements; 15.3.2 in the enforcement or preservation or the attempted enforcement or preservation of any of the Bank's rights and powers under this Agreement and the other Finance Documents or of the security constituted by the Finance Documents on a full indemnity basis; 15.3.3 in connection with any actual or proposed amendment of or supplement to this Agreement or any other of the Finance Documents, or with any request of the Bank to grant any consent or waiver in respect of any provision of this Agreement or any other of the Finance Documents, whether or not the same is given; and 15.3.4 in connection with the accession of any Additional Pledgor in accordance with Clause 18.
Indemnity against costsThe Trustees shall be entitled to disregard any notice or direction from an Eligible Employee, his legal personal representatives or any person in whom the beneficial interest in that Eligible Employee's Qualification Shares, Matured Shares, Deposited Shares or Appropriated Shares is for the time being vested concerning the assignment, charge or other disposal of the beneficial interest in, or the transfer or disposal, whether to that Eligible Employee's Qualification Shares, Matured Shares, Deposited Shares or Appropriated Shares unless they have first been provided with the full amount of any costs, expenses, charges or other amounts payable by such Eligible Employee pursuant to Rule 32 by reference to such assignment, charge, transfer or disposal of any previous assignment, charge, transfer or disposal.
Indemnity against costsThe Borrowers shall pay to the Lender on demand, and each Borrower shall indemnify and keep the Lender indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses) and taxes thereon suffered or incurred by the Lender: 17.2.1 in the negotiation, preparation, printing, execution and registration of this Agreement and the other Security Documents; 17.2.2 in entering into this Agreement and/or the Security Documents or in connection with the Vessels; 17.2.3 in the enforcement or preservation or the attempted enforcement or preservation of any of the Lender's rights and powers under this Agreement and the other Security Documents or of the security constituted by the Security Documents; 17.2.4 in connection with any actual or proposed amendment of or supplement to this Agreement or any other of the Security Documents, or with any request of the Lender to grant any consent or waiver in respect of any provision of this Agreement or any other of the Security Documents, whether or not the same is given; 17.2.5 arising out of any act or omission made by the Lender in good faith in connection with any of the matters dealt with in the Security Documents; and 17.2.6 resulting from the imposition from time to time, under or pursuant to the Bank of England Act 1988 and/or by the Bank of England and/or by the Financial Services Authority (or other United Kingdom governmental authorities or agencies) of a requirement upon the Lender to pay fees to the Financial Services Authority calculated by reference to liabilities used to fund the Outstanding Indebtedness.
Indemnity against costsLessee shall be liable to Lessor for all reasonable costs, reasonable expenses, reasonable attorneys' fees and reasonable damages which may be incurred or sustained by Lessor by reason of Lessee's breach of any of the provisions of this indenture. Any sums due Lessor under the provisions of this paragraph shall constitute a lien against the interest of Lessee in the leased premises and all its property situate thereon to the same extent and on the same conditions as delinquent rent would constitute a lien on said premises and property.
Indemnity against costs. The Borrower shall pay to the Agent on demand, and the Borrower shall indemnify and keep each relevant Bank indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or reasonably incurred: 19.5.1 by the Mandated Lead Arrangers, the Agent and/or the Security Trustee in the negotiation, preparation, printing, execution and registration of this Agreement and the other Finance Documents; 19.5.2 by the Agent in collating, monitoring and otherwise attending to the relevant conditions precedent to drawdown of the Loan; 19.5.3 by any Bank in the enforcement or preservation or the attempted enforcement or preservation of any of the rights and powers of the Banks (or any of them) under this Agreement and the other Finance Documents or of the security constituted by the Finance Documents; 19.5.4 by any Bank in connection with any actual or proposed amendment of or supplement to this Agreement or any other Finance Document, or with any request to the Banks (or any of them) to grant any consent or waiver in respect of any provision of this Agreement or any other Finance Document, whether or not it is given, provided that the Borrower shall not be liable to reimburse the costs of any legal advisers in respect of the matters referred to in Clauses 19.5.1 and 19.5.2 except the legal fees and disbursements of Xxxxxx Xxxxxxx Xxxxxx LLP as counsel to the Agent and the fees and disbursements of the legal counsel who are to render opinions in respect of any of the Finance Documents or to deal with the preparation and/or registration of the Mortgage or other Finance Documents on behalf of the Agent.
Indemnity against costsThe Obligors shall, as their joint and several obligation, pay to the Finance Parties on demand, and shall indemnify and keep the Finance Parties indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees properly incurred and expenses on a full indemnity basis) and Taxes (together, the “Costs”) thereon suffered or incurred by the Finance Parties: (a) in the case of the Agent, the Security Trustee and the Issuing Bank, in the negotiation, preparation, printing, execution, registration and syndication of this Agreement and the other Finance Documents to the extent reasonable and subject to such overall limit as may be separately agreed by the Parties; (b) in the case of any Bank, in the enforcement or preservation or the attempted enforcement or preservation of any of the Bank’s rights and powers under this Agreement and the other Finance Documents or of the Security constituted by the Finance Documents; (c) in the case of the Agent and the Security Trustee, in connection with any actual or proposed amendment of or supplement to this Agreement or any other of the Finance Documents, or with any request of the Agent to grant any consent or waiver in respect of any provision of this Agreement or any other of the Finance Documents, whether or not the same is given, to the extent reasonable; (d) in the case of any Bank, in making payment to the Issuing Bank under Clause 5.6 (Banks’ indemnities); and (e) in the case of any Bank, arising out of any act or omission made by any of the Banks in good faith in connection with the exercise of its rights or performance of its obligations under the Finance Documents, except where such Costs arise from negligence or wilful misconduct of the Banks.

Related to Indemnity against costs

  • WARRANTY AGAINST CONTINGENT FEES 8.50.1 The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any Contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. 8.50.2 For breach of this warranty, the County shall have the right to terminate this Contract and, at its sole discretion, deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

  • Claims Against Third Parties The Licensee shall, as soon as it becomes aware, give DACS in writing full particulars of any infringements or violations of any of DACS’ / the Artist’s rights in the Work.

  • Violence Against Women The parties hereby recognize and share the concern that women uniquely face situations of violence or abuse in their personal lives that may affect their attendance or performance at work. A woman who is in an abusive or violent personal or domestic situation will not be subjected to discipline without giving full consideration to the facts in the case of each individual and the circumstances surrounding the incident otherwise supportive of discipline. This statement of intent is subject to a standard of good faith on the part of the Employer, the Union and the affected employees and will not be utilized by the Union or the employees to subvert the application of otherwise appropriate disciplinary measures.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Prohibition Against Contingent Fees As required pursuant to O.C.G.A. §50-22-6(d), the Design Professional warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for its, to solicit or secure this contract and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for its, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or the making of this Contract.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • COVENANT AGAINST CONTINGENT FEES The contractor warrants that no person or agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee except employees or agencies maintained by the contractor for the purpose of securing business. For the breach or violation of this warranty, the State may terminate this contract without liability or in its discretion deduct from the contract price or consideration the full amount of the commission, percentage, brokerage or contingent fee.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Claims Against the School District It is understood that the School District's only obligation is to purchase an insurance policy and pay such amounts as agreed to herein and no claim shall be made against the School District as a result of a denial of insurance benefits by an insurance carrier.