Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, or or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Administrative Agent's gross negligence or wilful misconduct. (b) The Grantor will upon demand pay to the Collateral Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Administrative Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or the Secured Parties hereunder, or and (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify indemnify, defend and hold harmless Agent and the Collateral Agent from other members of the Lender Group to the same extent and against any and all claims, losses and liabilities arising out in the same manner as the indemnity made by the Borrowers pursuant to Section 10.3 of or resulting from this Security Agreement (including enforcement the Credit Agreement. This provision shall survive the termination of this Security Agreement), except claims, losses or liabilities resulting from Agreement and the Collateral Agent's gross negligence or wilful misconductCredit Agreement and the repayment of the Secured Obligations. (b) The Grantor will Grantors, jointly and severally, shall, upon demand demand, pay to Agent (or Agent, may charge to the Collateral Agent Loan Account) all the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, Lender Group Expenses which the Collateral Agent may incur in connection with with (i) the administration of this Security Agreement, , (ii) the custody, preservation, use or operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the CollateralCollateral in accordance with this Agreement and the other Loan Documents, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, hereunder or (iv) the failure by the Grantor any of Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor jointly and severally agrees to indemnify the Collateral Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Administrative Agent's gross negligence or wilful misconduct. (b) The Each Grantor will upon demand pay to the Collateral Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Administrative Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or the Secured Parties hereunder, or and (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify and save harmless the Collateral Agent Lender from and against any and all claims, losses and liabilities arising rising out of or resulting out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral AgentLender's gross negligence or wilful willful misconduct. (b) The Grantor will upon demand pay to the Collateral Agent Lender the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Agent Lender may incur in connection with with (i) the administration of this Security Agreement, , (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights or remedies of the Collateral Agent or the Secured Parties hereunder, Lender hereunder or (iv) the failure by the Grantor to perform or observe any of the provisions hereofhereunder.

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify the Collateral Agent and the other Lender Parties from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Each Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured other Lender Parties hereunder, or or (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor agrees to jointly and severally indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's ’s gross negligence or wilful misconduct. (b) The Each Grantor 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, which the Collateral Agent may incur in connection with with (i) the administration of this Security Agreement, , (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Lender Parties hereunder, or (iv) the failure by the such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent and the other Lender Parties from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured other Lender Parties hereunder, or or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify the Collateral Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Administrative Agent's gross negligence or wilful misconduct. (b) The Each Grantor will will, upon demand demand, pay to the Collateral Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Administrative Agent may incur in connection with: (i) the administration of this Security Agreementeach Loan Document, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or the Secured Parties hereunder, or and (iv) the failure by the such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Lender Parties hereunder, or and (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Administrative Agent's gross negligence or wilful misconduct. (b) The Grantor will upon demand pay to the Collateral Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Administrative Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Administrative Agent or the Secured Parties hereunder, or (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor jointly and severally agrees to indemnify the Collateral Facility Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Facility Agent's gross negligence or wilful misconduct. (b) The Each Grantor will upon demand pay to the Collateral Facility Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Facility Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Facility Agent or the Secured Parties hereunder, or or (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor jointly and severally agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful willful misconduct. (b) The Each Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, or and (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor jointly and severally agrees to indemnify the Collateral Agent Trustee from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting solely from the Collateral AgentTrustee's gross negligence or wilful willful misconduct. (b) The Each Grantor will upon demand pay to the Collateral Agent Trustee the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Collateral Agent Trustee may incur in connection with with (i) the administration of this Security Agreement, , (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and and (iii) the exercise or enforcement of any of the rights of the Collateral Agent Trustee or the Secured Parties hereunder, or (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or or, after the occurrence and during the continuance of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor jointly and severally agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's ’s gross negligence or wilful misconduct. (b) The Each Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, or and (iv) the failure by the any Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Each Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Lender Parties hereunder, or and (iv) the failure by the such Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent Beneficiary from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral AgentBeneficiary's gross negligence or wilful misconduct. (b) The Grantor will upon demand pay to the Collateral Agent Beneficiary the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel counsel, costs associated with internal personnel, and the reasonable fees and expenses of any experts and agents, which the Collateral Agent Beneficiary may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iiiii) the exercise or enforcement of any of the rights of the Collateral Agent Beneficiary or the Secured Parties hereunder, or or (iviii) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent Lenders, including the Administrative Agent, and the Indemnified Parties from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from ) in accordance with the Collateral Agent's gross negligence or wilful misconductprovisions of Article 7 of the Purchase Agreement. (b) The Grantor will upon demand pay to the Collateral Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agentsexperts, which the Collateral Agent Lenders may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties Lenders hereunder, or or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify the indemnify, defend and hold harmless Collateral Agent from and against any Trustee to the same extent and all claims, losses and liabilities arising out in the same manner as the indemnity made by the Grantors pursuant to Section 7.07 of or resulting from this Security Agreement (including enforcement the Indenture. This provision shall survive the termination of this Security Agreement), except claims, losses or liabilities resulting from Agreement and the Collateral Agent's gross negligence or wilful misconductIndenture and the repayment of the Secured Obligations. (b) The Grantor will Grantors, jointly and severally, shall, upon demand demand, pay to the Collateral Agent all the amount of any and all costs or expenses (including reasonable expenses, including the reasonable attorneys’ fees and disbursements of its counsel and of any experts and agents, disbursements) which the Collateral Agent may incur in connection with with (i) the administration of this Security Agreement, , (ii) the custody, preservation, use or operation of, or or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the CollateralCollateral in accordance with this Agreement and the other Note Documents, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, hereunder or (iv) the failure by the Grantor any of Grantors to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent and each other Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with with (i) the administration of this Security Agreement, , (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder, or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses or liabilities resulting from the Collateral Agent's gross negligence or wilful misconduct. (b) The Grantor 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, which the Collateral Agent may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder, or (iv) the failure by the Grantor to perform or observe any of the provisions hereof.