Common use of LEGAL FEES AND INDEMNIFICATION Clause in Contracts

LEGAL FEES AND INDEMNIFICATION. The Borrowers agree to pay the reasonable fees and disbursements of Messrs. Chapxxx xxx Cutlxx, xxunsel to the Agent, in connection with the preparation and execution of this Agreement, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrowers further agree to indemnify each Bank and the Agent, and their respective directors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor) which any of them may pay or incur arising out of or relating to this Agreement, any Note, any Letter of Credit, any drawing thereunder, any of the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Credit Document, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrowers, upon demand by the Agent or a Bank at any time, shall reimburse the Agent or such Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified or to any breach of an express contractual obligation owed by the party to be indemnified; provided, however, that (i) the Borrowers shall not, in connection with any such proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more

LEGAL FEES AND INDEMNIFICATION. The Borrowers agree (a) In the event that Employee is made a party, or, is threatened to pay be made a party, to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the reasonable fees and disbursements fact that he is or was a director, officer or employee of Messrs. Chapxxx xxx CutlxxAMS, xxunsel or is or was serving at the request of AMS as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to the Agent, in connection with the preparation and execution of this Agreement, and any amendment, waiver or consent related heretoemployee benefit plans, whether or not the transactions contemplated herein are consummatedbasis of such Proceeding is the Employee’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Employee shall be indemnified and held harmless by AMS to the fullest extent permitted or authorized by AMS’s certificate of incorporation and by-laws. The Borrowers further agree To the extent consistent with the foregoing, this obligation to indemnify each Bank the Employee and the Agenthold him harmless shall continue even if he has ceased to be a director, officer, member, employee or agent of AMS or other such entity described above, and their respective directorsshall inure to the benefit of the Employee’s heirs, officers executors and employees, against administrators. AMS shall advance to the Employee all losses, claims, damages, penalties, judgments, liabilities reasonable costs and expenses (including, without limitation, all expenses of litigation or preparation therefor) which any of them may pay or incur arising out of or relating to this Agreement, any Note, any Letter of Credit, any drawing thereunder, any of the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Credit Document, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrowers, upon demand incurred by the Agent or a Bank at any time, shall reimburse the Agent or such Bank for any legal or other expenses incurred him in connection with investigating or defending against any a Proceeding within twenty (20) days after receipt by AMS of a written request for such advance. Such request shall include an undertaking by the foregoing except Employee to repay the amount of such advance if it shall ultimately be determined that the same Employee is directly due to the gross negligence or willful misconduct of the party not entitled to be indemnified against such costs and expenses. (b) Neither the failure of AMS (including its Board, independent legal counsel or stockholders) to any breach have made a determination before such Proceeding concerning payment of an express contractual obligation owed amounts claimed by the party to be indemnified; providedEmployee under subsection (a) above that indemnification of the Employee is proper because he has met the applicable standards of conduct, howevernor a determination by AMS (including its Board, independent legal counsel or stockholders) that (i) the Borrowers Employee has not met such applicable standards of conduct, shall not, in connection with any such proceeding or related proceedings in create a presumption that the same jurisdiction, be liable for Employee has not met the reasonable fees and expenses applicable standards of moreconduct.

LEGAL FEES AND INDEMNIFICATION. The Borrowers agree Borrower agrees to pay the reasonable fees and disbursements of Messrs. Chapxxx xxx Cutlxx, xxunsel to the Agent, in connection with the preparation and execution of this Agreement, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrowers Borrower further agree agrees to indemnify each Bank and the Agent, and their respective directors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor) which any of them may pay or incur arising out of or relating to this Agreement, any Note, any Letter of Credit, any drawing thereunder, any of the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Credit Document, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowersBorrower, upon demand by the Agent or a Bank at any time, shall reimburse the Agent or such Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified or to any breach of an express contractual obligation owed by the party to be indemnified; provided, however, that (i) the Borrowers Borrower shall not, in connection with any such proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of moremore than one separate law firm for the Banks and the Agent (which shall be selected by the Agent after consultation with the Borrower), (ii) the Agent and each Bank shall consult with the Borrower from time to time at the request of the Borrower regarding the conduct of the defense in any such proceeding and will cooperate with the Borrower in its joining as parties to any such proceeding to the extent the Borrower is permitted by law to join such litigation, and (iii) the Borrower shall not be obligated to pay an amount of any settlement entered into without its consent (which shall not be unreasonably withheld). The obligations of the Borrower under this Section 11.15 shall survive the termination of this Agreement.

LEGAL FEES AND INDEMNIFICATION. The Borrowers agree (a) In the event that a dispute shall arise between Employer and Employee with respect to pay this Agreement or any provision thereof, Employer will advance to Employee's attorneys monthly the reasonable amount of the attorney's estimated monthly bills for the attorney's services and all other costs and disbursements, in the amounts of the estimated bills which the attorney will furnish. In the event that Employer shall fail to comply with its obligations under this paragraph, Employer will be barred from either pursuing any claim or lawsuit against Employee or from defending any claim or lawsuit pursued by Employee against Employer. In the event that Employer will prevail in any litigation with the Employee, the Employee shall comply with an order of a court of competent jurisdiction after the conclusion of all appeals directing the return to Employer of legal fees and disbursements of Messrs. Chapxxx xxx Cutlxxexpenses advanced by Employer under this paragraph. (b) In addition, xxunsel Employer will indemnify and hold Employee harmless to the Agent, in connection with the preparation and execution of this Agreement, and fullest extent permitted by law from any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrowers further agree to indemnify each Bank and the Agent, and their respective directors, officers and employees, against all losses, claims, damages, penalties, lawsuits and judgments, liabilities including the costs and expenses (includingattorneys fees emanating therefrom, without limitation, all expenses of litigation or preparation therefor) which any of them may pay or incur arising out of his employment hereunder or relating all other matters related to this Agreement, any Note, any Letter of Credit, any drawing thereunder, any of the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Credit Document, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationEmployer and its subsidiaries. The Borrowerscompany shall advance to Executive all expenses, upon demand costs and legal fees for which Executive may properly be indemnified for the defense by an attorney selected by Executive and approved by the Agent or a Bank at any timeCompany, shall reimburse whose approval will not unreasonably be withheld. A condition precedent to each such advance by the Agent or Company is the undertaking by Executive to repay such Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due advance to the gross negligence or willful misconduct extent it is ultimately determined by a court of the party competent jurisdiction that he was not entitled to be indemnified or to any breach of an express contractual obligation owed by the party to be indemnified; provided, however, that (i) the Borrowers shall not, in connection with any such proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of moreindemnification.

LEGAL FEES AND INDEMNIFICATION. The Borrowers agree (a) In the event that Employee is made a party, or, is threatened to pay be made a party, to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the reasonable fees and disbursements fact that he is or was a director, officer or employee of Messrs. Chapxxx xxx CutlxxAMS, xxunsel or is or was serving at the request of AMS as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to the Agent, in connection with the preparation and execution of this Agreement, and any amendment, waiver or consent related heretoemployee benefit plans, whether or not the transactions contemplated herein are consummatedbasis of such Proceeding is the Employee’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Employee shall be indemnified and held harmless by AMS to the fullest extent permitted or authorized by AMS’s certificate of incorporation and by-laws. The Borrowers further agree To the extent consistent with the foregoing, this obligation to indemnify each Bank the Employee and the Agenthold him harmless shall continue even if he has ceased to be a director, officer, member, employee or agent of AMS or other such entity described above, and their respective directorsshall inure to the benefit of the Employee’s heirs, officers executors and employees, against administrators. AMS shall advance to the Employee all losses, claims, damages, penalties, judgments, liabilities reasonable costs and expenses (including, without limitation, all expenses of litigation or preparation therefor) which any of them may pay or incur arising out of or relating to this Agreement, any Note, any Letter of Credit, any drawing thereunder, any of the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Credit Document, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrowers, upon demand incurred by the Agent or a Bank at any time, shall reimburse the Agent or such Bank for any legal or other expenses incurred him in connection with investigating or defending against any a Proceeding within twenty (20) days after receipt by AMS of a written request for such advance. Such request shall include an undertaking by the foregoing except Employee to repay the amount of such advance if it shall ultimately be determined that the same Employee is directly due to the gross negligence or willful misconduct of the party not entitled to be indemnified against such costs and expenses. (b) Neither the failure of AMS (including its Board, independent legal counsel or stockholders) to have made a determination before such Proceeding concerning payment of amounts claimed by the Employee under Subsection (a) above that indemnification of the Employee is proper because he has met the applicable standards of conduct, nor a determination by AMS (including its Board, independent legal counsel or stockholders) that the Employee has not met such applicable standards of conduct, shall create a presumption that the Employee has not met the applicable standards of conduct. With respect to any breach claim(s) that may be advanced against Employee personally for actions lawfully taken during the ordinary course of an express contractual obligation owed by the party his employment with AMS, Employee shall be entitled to be indemnified; provided, however, that (i) the Borrowers shall not, in connection with any such proceeding or related proceedings in the same jurisdictionright to indemnification by AMS that is afforded to similarly situated employees of AMS, namely the indemnification rights that may exist under AMS’s insurance policies or in an individual employment agreement. No provision in this Agreement shall be liable for the reasonable fees and expenses of moreconstrued to create any additional rights to indemnification.