Common use of Indemnity and Expense Clause in Contracts

Indemnity and Expense. (a) Whether or not the transactions contemplated hereby shall be consummated, the Grantor hereby agrees to indemnify, pay and hold the Collateral Agent, the Agent, each Lender, and each other holder of the Secured Obligations, and the officers, directors, employees, agents and affiliates of such Person (collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses or disbursements of any kind and nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against that Indemnitee in any way relating to or arising out of this Security Agreement, the other Transaction Documents, or any other documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of the terms hereof or of any such other documents or otherwise arising or relating in any manner to the transactions contemplated hereunder and thereunder (the "Indemnified Liabilities"); provided, however, that the Grantor shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of this Section 20 shall survive and remain operative and in full force and effect regardless of whether or not the transactions contemplated hereby are consummated or such consummation is delayed, and regardless of the repayment of the Advances and the termination of this Security Agreement or any other Transaction Document, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Transaction Document or any agreement referred to therein, or any investigation made by or on behalf of the Secured Parties. All amounts due under this Section 20 shall be additional Obligations under the Loan Agreement and shall be payable on written demand therefor. The indemnity set forth in this Section 20 shall in no event include any indemnification for any taxes (except to the extent that indemnification for taxes would be required under the provisions of any other Transaction Document).

Indemnity and Expense. (a) Whether or not the transactions contemplated hereby shall be consummated, the Grantor The Company hereby agrees to indemnify, pay indemnify and hold the Collateral Agentharmless Trexs and each of its subsidiaries, the Agent, each Lenderaffiliates and assignees, and each other holder of the Secured Obligationstheir respective directors, and the officers, directorspartners, investors, employees, agents and affiliates of such Person advisors (collectively, the "Indemnitees"each a “Trexs Indemnified Party”) harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or other expenses to which such Trexs Indemnified Party may become subject, actions, judgments, suitsinsofar as such losses, claims, costsdamages, expenses liabilities (or disbursements of any kind and nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative actions or judicial proceeding other proceedings commenced or threatened, whether threatened in respect thereof) or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by other expenses arising out of or asserted against that Indemnitee 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 Trexs 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 Trexs 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 Trexs 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 Security Agreement, the other Transaction Documents, or Closing Documents and any other documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of the terms hereof or of any such other documents prepared in connection herewith or otherwise arising entered into or relating in any manner to delivered by Trexs and the transactions contemplated hereunder Company, and thereunder (the "Indemnified Liabilities"); provided, however, that the Grantor shall not be liable for any consummation of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of this Section 20 shall survive and remain operative and in full force and effect regardless of whether or not 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 consummated or 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 advance of the Tranche 2 Advance and paid concurrently with such consummation is delayedadvance. The Company also agrees to indemnify and hold harmless the Existing CVR Holders and the Committee, and regardless each of their respective subsidiaries, affiliates and assignees, and each of their respective directors, officers, partners, investors, employees, agents and advisors, (each a “CVR Holder Indemnified Party”) from and against any and all losses, claims, damages, liabilities or other expenses to which such CVR Holder 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 any steps taken to facilitate the advance of the repayment Loan, including but not limited to the subordination of the Advances Existing CVR Holders Security in connection with the advance of the Tranche 2 Advance, and the termination Company agrees to reimburse each CVR Holder 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 CVR Holder 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 CVR Holder Indemnified Party. Notwithstanding the foregoing terms of this paragraph, the indemnity by the Company contained in this paragraph is and shall only become operative and enforceable against the Company in the event that the Tranche 2 Advance is advanced by Trexs to the Company. GOVERNING LAW: The Closing Documents (other than certain proposed Bridge Loan Security Agreement Documents which will be governed by the laws of Colombia) shall be governed by and construed in accordance with the Province of British Columbia and the federal laws of Canada applicable therein and each party submits to the exclusive jurisdiction of the courts of such jurisdiction to adjudicate any disputes between the Company and Trexs. Notwithstanding the immediately preceding paragraph, in the event of any dispute between the Company and Trexs regarding the calculation of the Bridge Loan Obligations (or any other Transaction Documentportion thereof) before a deposit is made into or a distribution is made from the Bridge Repayment Escrow Account, such dispute shall be referred to and finally resolved by arbitration under the invalidity Rules of Arbitration of the International Chamber of Commerce. The Rules of Arbitration of the International Chamber of Commerce are incorporated by reference into this Agreement and capitalized terms used in this paragraph which are not otherwise defined herein have the meaning given to them in the Rules of Arbitration of the ICC. The number of arbitrators shall be (3) three. The seat or unenforceability legal place of arbitration shall be New York, New York. The language used in the arbitral proceedings shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation. Service by the Secretariat of any term or provision of Request for Arbitration made pursuant to this Security Agreement or any other Transaction Document or any agreement referred to therein, or any investigation made by or on behalf of the Secured Parties. All amounts due under this Section 20 paragraph shall be additional Obligations under at the Loan Agreement address given for the sending of notices hereunder and in the manner provided for herein. The arbitral proceedings and arbitration award shall be payable on written demand therefor. The indemnity set forth maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in this Section 20 shall in no event include any indemnification for any taxes (except confidence to the extent that indemnification for taxes would be required under parties’ respective attorneys, expert witnesses in the provisions arbitral proceedings, tax advisors and senior management. Any award issued pursuant to such resolution shall govern the deposit of any other Transaction Document)funds into or distribution of funds from the Bridge Repayment Escrow Account.

Indemnity and Expense. (a) Whether or not Upon the transactions contemplated hereby shall be consummatedoccurrence and during the continuance of an Event of Default, the Grantor hereby agrees will upon demand pay to indemnifythe Secured Party the amount of any and all reasonable out-of-pocket expenses, pay 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 Collateral Agent, the Agent, each Lender, Secured Party and each other holder of the Secured Obligations, and the its officers, directors, employeesemployee, affiliates, counsel and agents and affiliates of such (each, an "Indemnified Person (collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actionsactions or other proceedings (commenced or threatened and whether or not any such Indemnified Person is a party thereto), judgments, suits, claims, costs, expenses or and disbursements of any kind and nature whatsoever (kind, including the reasonable attorneys' fees and disbursements and other reasonable costs and expenses of counsel for such Indemnitees in connection with any investigativeinvestigation or defense resulting from, administrative arising out of or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against that Indemnitee in any way relating to or arising out of this Security Agreement, the other Transaction Documents, Loan Agreement or any other documents transaction contemplated by hereby or referred to therein or the transactions contemplated thereby or the enforcement of any (all of the terms hereof or of any such other documents or otherwise arising or relating in any manner to the transactions contemplated hereunder and thereunder (foregoing, collectively, the "Indemnified LiabilitiesLiabilities "); provided, however, provided that the Grantor shall not be liable for any of the foregoing have no liability to the extent they arise an Indemnified Person hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all such Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of this Section 20 shall survive and remain operative and in full force and effect regardless of whether or not the transactions contemplated hereby are consummated or such consummation is delayed, and regardless of the repayment of the Advances and the termination of this Security Agreement or any other Transaction Document, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Transaction Document or any agreement referred to therein, or any investigation made by or on behalf of the Secured PartiesPerson. All amounts due under this Section 20 shall be additional Obligations under the Loan Agreement and shall be payable on written demand therefor. The indemnity set forth in this Section 20 shall in no event include any indemnification for any taxes (except to of the extent that indemnification for taxes would be required under the provisions of any other Transaction Document)Secured Party.

Indemnity and Expense. (a) Whether or not the transactions contemplated hereby shall be consummated, the Grantor The Company hereby agrees to indemnify, pay indemnify and hold the Collateral Agentharmless Trexs and each of its subsidiaries, the Agent, each Lenderaffiliates and assignees, and each other holder of the Secured Obligationstheir respective directors, and the officers, directorspartners, investors, employees, agents and affiliates of such Person advisors (collectively, the "Indemnitees"each an “Indemnified Party”) harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or other expenses to which such Indemnified Party may become subject, actions, judgments, suitsinsofar as such losses, claims, costsdamages, expenses liabilities (or disbursements of any kind and nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative actions or judicial proceeding other proceedings commenced or threatened, whether threatened in respect thereof) or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by other expenses arising out of or asserted against that Indemnitee 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 Security Agreement, the other Transaction Documents, or Closing Documents and any other documents contemplated by or referred to therein or prepared in connection herewith, and the transactions contemplated thereby or the enforcement consummation of any of the terms hereof or of any such other documents or otherwise arising or relating in any manner to the transactions contemplated hereunder and thereunder (the "Indemnified Liabilities"); provided, however, that the Grantor shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of this Section 20 shall survive and remain operative and in full force and effect regardless of whether or not the transactions contemplated hereby are consummated or such consummation is delayedand thereby, including, without limitation, the fees and regardless disbursements of legal counsel to Trexs (on a full indemnity basis). Without limiting the generality of the repayment 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 Advances and the termination of this Security Agreement or any other Transaction Document, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Transaction Document or any agreement referred to therein, or any investigation made by or on behalf initial advance of the Secured Parties. All amounts due under this Section 20 shall be additional Obligations under the Loan Agreement and shall be payable on written demand therefor. The indemnity set forth in this Section 20 shall in no event include any indemnification for any taxes (except to the extent that indemnification for taxes would be required under the provisions of any other Transaction Document)paid concurrently with such advance.