Indemnity and Expense. (a) Each Grantor, jointly and severally, agrees to indemnify each of the Secured Parties from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) and the agreements attached hereto, except claims, losses or liabilities directly arising from such Secured Party's own gross negligence or willful misconduct.
(b) The Grantors will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any of the Grantors to perform or observe any of the provisions hereof.
(c) In the event that any of the Grantors fails to comply with the provisions of the DIP Credit Agreement or this Agreement, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent, if requested by the Required DIP Lenders may, but shall not be required to, effect such compliance on behalf of the Grantors, and the Grantors shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining, and shipping the Collateral, any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral, all reasonable costs and expenses in respect of periodic inspections of the Collateral to the extent the same may be requested by the Required DIP Lenders from time to time (but not more frequently than once in each fiscal year of the Grantors unless an Event of Default has occurred and is continuing), or in respect of the sale or other disposition thereof, shall be borne and paid by the Grantors; and if each of the Grantors fails to promptly pay any portion thereof when due, the Collateral Agent or, if an Event of Default has occurred and is continuing, any Secured Party, may, at its option, but shall not be required to, pay the same and charge the Granto...
Indemnity and Expense. (a) The Secured Parties hereby indemnify the Collateral Agent ratably (in accordance with their respective Pro Rata Share) from and against any and all claims, losses and liabilities arising out of or resulting from this Agreement and the other Documents, including, without limitation, enforcement of this Agreement and the other Documents, except claims, losses or liabilities resulting from the Collateral Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Issuer and Other Parties hereby acknowledge that all such claims, losses and liabilities for which the Secured Parties are liable shall constitute Obligations secured by the Collateral.
(b) To the extent such amount are not paid by the Issuer or any of the Other Parties in accordance with their obligations under the respective Documents, the Secured Parties will upon demand pay (in accordance with their respective Pro Rata Share) to the Collateral Agent the amount of any and all unreimbursed expenses, including the fees and expenses of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, maintenance, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any Secured Party hereunder or under any other Document, or (iv) the failure by the Issuer or any Other Party to perform or observe any of the provisions hereof. Issuer and Other Parties hereby acknowledge that all such expenses paid by the Secured Parties shall constitute Obligations secured by the Collateral.
Indemnity and Expense. The Company hereby agrees to indemnify and hold harmless Trexs and each of its subsidiaries, affiliates and assignees, and each of their respective directors, officers, partners, investors, employees, agents and advisors (each an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arising out of or in any way relating to or resulting from the Closing Documents or the advance of the Loan contemplated thereby or any of the fees, interest or other compensation received or earned in connection with or in any way arising from the Closing Documents or the Loan and the Company agrees to reimburse each Indemnified Party for all actual and reasonable legal or other expenses, for which an invoice has been provided, incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all losses, claims, damages, liabilities and expenses which are finally determined in a non‐appealable decision of a court of competent jurisdiction to have resulted solely from the negligence or wilful misconduct of such Indemnified Party. In addition, the Company irrevocably and unconditionally agrees to pay or reimburse Trexs for all of Trexs’ out‐of‐pocket costs and expenses incurred in connection with the negotiation, preparation, execution and enforcement of this Agreement, the Closing Documents and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of legal counsel to Trexs (on a full indemnity basis). Without limiting the generality of the foregoing, the Company acknowledges and agrees that all costs and expenses incurred by Trexs to date which are payable by the Company pursuant to the Investment Transaction Documents and the Settlement Agreement including, without limitation, Trexs’ fees, costs and expenses incurred in connection with this Agreement and the Closing Documents shall constitute part of but be deducted from the amount of the initial advance of the Loan and paid concurrent...
Indemnity and Expense. (a) Each of Issuer and Grantor agree to indemnify Secured Party, and Secured Party agrees to indemnify each of Issuer and Grantor, from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from such indemnified person's gross negligence or willful misconduct. The obligations of Issuer, Grantor and Secured Party under this Section 13(a) shall survive the termination of this Agreement.
(b) The Grantor will upon demand pay to the Secured Party the amount of any and all expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder or (iv) the failure by Issuer or Grantor to perform or observe any of the provisions hereof to be performed or observed by Issuer or Grantor, as applicable.
Indemnity and Expense. (a) The Debtor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from the Secured Party's gross negligence or willful misconduct.
(b) The Debtor will upon demand pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, that the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder or (iv) the failure by the Debtor to perform or observe any of the provisions hereof.
Indemnity and Expense. The Grantor shall upon demand pay to the Secured Party the amount of any and all reasonable costs and expenses, including the reasonable fees and disbursements of counsel and/or any experts and agents, that the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the inspection, custody, preservation, use, or operation of, the sale of, the collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder (including the defense of any claims or counterclaims asserted against the Secured Party arising out of this Agreement or the transactions contemplated hereby), (iv) the failure by the Grantor to perform or observe any of the provisions hereof or the failure of any representation or warranty of the Grantor made herein to be true and correct in all respects, or (v) the representation of the Secured Party in connection with any insolvency, bankruptcy, reorganization, receivership, or similar proceeding by, affecting or relating to the Grantor or any of the Collateral. Until paid to Secured Party, such sums shall bear interest from the date incurred at the applicable rate of interest set forth in the Note.
Indemnity and Expense. (1) Each of the parties hereto agrees to indemnify the other party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from such indemnified person's gross negligence or willful misconduct. The obligations of Borrower and Secured Party under this Section 15(a) shall survive the termination of this Agreement.
(2) The Borrower will upon demand pay to the Secured Party the amount of any and all expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder or (iv) the failure by the Borrower to perform or observe any of the provisions hereof.
Indemnity and Expense. The Pledgor hereby indemnifies and --------------------- holds harmless the Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses or liabilities resulting from the Agent's gross negligence or willful misconduct, Upon demand, the Pledgor will pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel (including the reasonable allocated cost of internal legal services and, all disbursements of internal counsel) and of any experts and agents, which the Agent may incur in connection with:
(a) the administration of this Pledge Agreement, the Credit Agreement and each other Loan Document;
(b) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral;
Indemnity and Expense. (a) The Issuer agrees to indemnify the Collateral Agent and its directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities and expenses arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), unless and to the extent such claims, damages, losses, liabilities or expenses were attributable to the Collateral Agent's negligence or willful misconduct.
(b) The Issuer agrees to pay to the Collateral Agent from time to time reasonable compensation for all services rendered by the Collateral Agent hereunder as mutually agreed upon. The Issuer will upon demand pay to the Collateral Agent the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Secured Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any of the Secured Parties hereunder or (iv) the failure by the Issuer to perform or observe any of the provisions hereof.
Indemnity and Expense. (a) Each of the parties hereto agrees to indemnify the other party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement or the Note), except claims, losses or liabilities resulting from such indemnified party's gross negligence or willful misconduct. The obligations of the parties hereto contained in this Section 9 shall survive the termination of this Agreement.
(b) The Borrower will upon demand pay to the Lender the amount of any and all expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Lender may incur in connection with (i) the negotiation, preparation, execution and performance of this Agreement, the Note, the Security Agreement and any other documents related hereto, (ii) the exercise or enforcement of any of the rights of the Lender under this Agreement, the Note or the Security Agreement; or (iii) the failure by the Borrower to perform or observe any of the provisions hereof.
