Reimbursement; Indemnification Clause Samples
Reimbursement; Indemnification. Each Lender agrees (a) to reimburse the Administrative Agent in the amount of such Lender’s Pro Rata Share of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, to the extent not reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of the Loan Documents or any action taken or omitted by it or any of them under the Loan Documents, to the extent not reimbursed by the Borrower; provided, however, that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents.
Reimbursement; Indemnification. New Diamond and the Company acknowledge that the Company, on the one hand, and New Diamond, on the other hand, and their respective Subsidiaries, may incur costs and expenses (including contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Separation Agreement, the responsibility of the other. Accordingly, the Company and New Diamond agree to reimburse each other, as soon as practicable but in any event within five Business Days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any Tax reduction or recovery of Tax benefit realized by the Company or New Diamond or any such Subsidiary, as the case may be, in respect of the corresponding payment made by it. Liabilities retained, assumed or indemnified by New Diamond pursuant to this Article VIII shall in each case be deemed to be New Diamond Liabilities, and Liabilities retained, assumed or indemnified by the Company pursuant to this Article VIII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V.
Reimbursement; Indemnification. GBC and the Company acknowledge that the Company, on the one hand, and GBC, on the other hand, may incur costs and expenses (including, without limitation, contributions to plans and the payment of insurance, or other similar premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Distribution Agreement, the responsibility of the other party. Accordingly, the Company and GBC agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses. All liabilities retained, assumed or indemnified by GBC pursuant to this Article VII shall in each case be deemed to be Assumed Liabilities, and all 26 114 liabilities retained, assumed or indemnified by the Company pursuant to this Article VII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article VI hereof.
Reimbursement; Indemnification. Each of the parties hereto acknowledges that the Western Atlas Group, on the one hand, and the UNOVA Group, on the other hand, may incur costs and expenses (including contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, Western Atlas and UNOVA agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses.
Reimbursement; Indemnification. The Company and New ▇▇▇▇▇▇ acknowledge that the Company and the Company Subsidiaries, on the one hand, and New ▇▇▇▇▇▇ and the New ▇▇▇▇▇▇ Subsidiaries, on the other hand, may incur costs and expenses (including, but not limited to, contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, the Company (and any Company Subsidiary responsible therefor) and New ▇▇▇▇▇▇ (and any New ▇▇▇▇▇▇ Subsidiary responsible therefor) agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company or New ▇▇▇▇▇▇, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding anything in this Section 2.14 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 2.03 shall not be subject to reimbursement and indemnification under this Agreement or the Distribution Agreement. All liabilities and obligations retained, assumed or indemnified by New ▇▇▇▇▇▇ or any New ▇▇▇▇▇▇ Subsidiary pursuant to this Agreement, in each case, shall be deemed to be New ▇▇▇▇▇▇ Liabilities, as defined in the Distribution Agreement, and all liabilities retained, assumed or indemnified by the Company or any Company Subsidiary pursuant to this Agreement, shall be deemed to be Safety Liabilities, as defined in the Distribution Agreement, and, in each case, shall be subject to the indemnification provisions set forth in Article V thereof.
Reimbursement; Indemnification. Each of the parties hereto acknowledges that the ▇▇▇▇▇▇ Group, on the one hand, and the Healthcare Services Group, on the other hand, may incur costs and expenses (including contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, ▇▇▇▇▇▇ and Ventiv agree to reimburse each other, as soon as practicable but in any event within thirty (30) days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by ▇▇▇▇▇▇ or Ventiv, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding ----------------- anything in this Section 7.11 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 7.01 shall not be subject to reimbursement, and indemnification under this Agreement or the Distribution Agreement.
Reimbursement; Indemnification. Marcam Solutions and the Company acknowledge that each may incur costs and expenses (including, without limitation, contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, program or arrangements, which are, as set forth in this Agreement, the responsibility of the other party. Accordingly, Marcam Solutions and the Company agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses, as the case may be, as an Indemnitee in respect of the corresponding payment made by it, except to the extent that any such payment or reimbursement would be duplicative.
Reimbursement; Indemnification. Spinco and the Company acknowledge that the Company, on the one hand, and Spinco, on the other hand, may incur costs and expenses (including, without limitation, contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Agreement, the responsibility of the other party. Accordingly, the Company and Spinco agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company or Spinco, as the case may be, in respect of the corresponding payment made by it. All Liabilities retained, assumed or indemnified by Spinco pursuant to this Article VIII shall in each case be deemed to be Spinco Liabilities, and all Liabilities retained, assumed or indemnified by the Company pursuant to this Article VIII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V hereof.
Reimbursement; Indemnification. Agent shall reimburse Insurer and Master Agency and/or indemnify Master Agency or Insurer for any loss including attorneys’ fees resulting from actions by Agent, Sub-Agent, and their employees and for all costs, expenses and attorneys’ fees that Master Agency or Insurer may incur in recovering from Agent any property or indebtedness belonging to or due Master Agency or Insurer, including, but not limited to, enforcing this Agreement. Agent agrees to indemnify and hold Master Agency and Insurer harmless for any claim, loss,
Reimbursement; Indemnification. Any reasonable cost or expense incurred by the Partnership Representative (if other than the Partnership) or Designated Individual in connection with its or his duties in such capacity shall be paid by the Partnership, and the Partnership shall promptly reimburse the Partnership Representative (if other than the Partnership) and Designated Individual for their respective reasonable out-of-pocket costs and expenses incurred in such capacities, including travel expenses and the costs and expenses incurred to engage accountants, legal counsel, or experts to assist the Partnership Representative and the Designated Individual in discharging their duties hereunder to the extent such engagements were approved, if required, pursuant to Section 4.3(b)(ii). The Partnership shall indemnify, defend, and hold the Partnership Representative (if other than the Partnership) and the Designated Individual harmless for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with its serving in that capacity.