Indemnity and Expense. Upon the occurrence and during the continuance of an Event of Default, the Grantor will upon demand pay to the Secured Party the amount of any and all reasonable out-of-pocket expenses, including the fees and disbursements of counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the custody (and protection during any period of custody) of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder or under the Loan Agreement, or (iii) the failure by the Grantor to perform or observe any of the provisions hereof. All of the foregoing fees, costs and expenses shall be part of the Secured Obligations and shall be secured by the Collateral. The Grantor shall indemnify and hold the Secured Party and its officers, directors, employee, affiliates, counsel and agents (each, an "Indemnified Person ") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions or other proceedings (commenced or threatened and whether or not any such Indemnified Person is a party thereto), judgments, costs, expenses and disbursements of any kind, including reasonable attorneys' fees and disbursements and other reasonable costs and expenses of investigation or defense resulting from, arising out of or in any way relating to this Agreement, the Loan Agreement or any transaction contemplated hereby or thereby (all of the foregoing, collectively, the "Indemnified Liabilities "); provided that the Grantor shall have no liability to an Indemnified Person hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section shall be payable on demand of the Secured Party.
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.
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.
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:
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.
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.
Indemnity and Expense. (a) Each Grantor, jointly and severally, agrees to indemnify the Agent 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 the Agent's own gross negligence, willful misconduct or bad faith.
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. Borrowers agrees to indemnify Secured Party from and against any and all claims, losses and liabilities growing out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement and any actions taken pursuant to SECTIONS 9 and 10 hereof or any failure to act thereunder), except only for claims, losses or liabilities resulting from Secured Party's willful misconduct or gross negligence. Borrowers will, as provided in and pursuant to SECTION 10.4 of the Credit Agreement, pay to Secured Party the amount of any and all reasonable expenses, including reasonable fees and disbursements of its counsel and of any agents not regularly in its employ, which Secured Party may incur in connection with (i) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (ii) the exercise by Secured Party of any of its rights or powers hereunder, or (iii) any failure by Borrowers to perform or observe the provisions hereof. All such expenses shall be deemed a part of the Liabilities for all purposes of this Security Agreement and Secured Party may apply the Collateral hereunder to payment of or reimbursement of itself for such expenses.
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.
