Expenses and Indemnities Sample Clauses

Expenses and Indemnities. 13 8.1 Expenses..................................................... 13 8.2

Expenses and Indemnities. 18.1 The Borrower undertakes to indemnify the Bank on demand in respect of all costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatso...

Expenses and Indemnities. 18.1 NHI and the Guarantor agree to pay to the Registrar and Transfer Agent such reasonable fees and commissions as NHI, the Guarantor, the Registrar and Transfer Agent shall separately agree in respect of the services of the Registrar and the Transfer Agent 18.2 In addition, NHI and the Guarantor agree with the Registrar and Transfer Agent to reimburse its reasonable out-of-pocket expenses (including advertising costs and legal fees) incurred by the Transfer Agent in connection with the preparation, execution and delivery of this Agreement, upon presentation of duly documented evidence (where practicable). 18.3 The Transfer Agent will make payment of the fees and commissions due hereunder to the other Paying Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from NHI. Neither NHI nor the Guarantor shall be responsible for any such payment or reimbursement by the Transfer Agent to the other Paying Agents. 18.4 NHI will indemnify the Registrar, the Transfer Agent and each other Paying Agent against any losses, liabilities, costs, claims, actions or demands (together “Losses”) (including, but not limited to, all reasonable costs and charges paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made by third parties against the Registrar, the Transfer Agent or any other Paying Agent as a direct result of the performance of its obligations and duties hereunder except such as may result from its own default, negligence or bad faith or that of its officers, directors, agents or employees or the breach by it of the terms of this Agreement. NHI must be notified immediately of such Losses and be invited and permitted to participate in the defence thereof. 18.5 The Registrar, the Transfer Agent and each other Paying Agent will not be responsible for the acts or failure to act of any other of them and each of the Registrar, the Transfer Agent and each other Paying Agent will severally indemnify each of NHI and the Guarantor against any Losses (including, but not limited to, all reasonable costs and charges paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it as a direct result of the breach by the Registrar, the Transfer Agent or such Paying Agent of the terms of this Agreement or its default, negligence or bad faith or that of its officers, directors, agents or employees. The Registrar, the Transfer Agent or, as the cas...

Expenses and Indemnities. PERFORMING YOUR OBLIGATIONS IF YOU DO NOT - If you do not perform one or more of your obligations under this Master Agreement or a Schedule or Note, we may perform it for you. We will notify you in writing at least ten (10) days before we do this. We do not have to perform any of your obligations for you. If we do choose to perform them, you will pay us all of our expenses to perform them, you will pay us all of our expenses to perform the obligations. You will also reimburse us for any money that we advance to perform your obligations, together with interest at the Default Rate on that amount. These will be additional "Payments" that you will owe us and you will pay them at the same time that your next Payment is due. - You will indemnify us, defend us and hold us harmless for any and all claims, expenses and attorney's fees concerning or arising from the Collateral, this Agreement, or any Schedule or Note, or your breach of any representation or warranty. It includes any claims concerning the manufacture, selection, delivery, possession, use, operation or return of the Collateral. - This obligation of yours to indemnify us continues even after the Term is over.

Expenses and Indemnities. 63 10.1 Expenses.......................................................................................64 10.2 Indemnification................................................................................64 10.2.1 General Indemnity.....................................................................64 10.2.2 Environmental Indemnity...............................................................65 10.2.3 Survival; Defense.....................................................................65 SECTION 11. MISCELLANEOUS..................................................................................66 11.1 Survival.......................................................................................66

Expenses and Indemnities. (a) The Pledgors agree to reimburse the Lender for all reasonable out-of-pocket expenses of the Lender (including, without limitation, the reasonable fees and expenses of outside and internal legal counsel) of, or incident to (i) any Event of Default and (ii) any enforcement or collection proceeding resulting therefrom, including, without limitation, (A) performance by the Lender of any obligations of the Pledgors in respect of the Collateral that the Pledgors have failed or refused to perform, (B) any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender in respect thereof, by litigation or otherwise, including expenses of insurance, (C) judicial or regulatory proceedings and (D) the enforcement of this Section 5, and all such expenses shall be Obligations to the Lender secured under Section 2 hereof. (b) The Pledgors agree to indemnify the Lender from and against any and all claims, losses and liabilities (including, without limitation, the reasonable fees, client charges and other expenses of the Lender's outside and internal counsel) growing out of or resulting from this Agreement or the enforcement of any of the terms hereof (including, without limitation, the sale of Collateral pursuant to a public or private offering and each and every document produced in furtherance thereof), except claims, losses or liabilities resulting solely and directly from the Lender's gross negligence or willful misconduct.

Expenses and Indemnities. Whether or not any Loan is made hereunder, the Borrower agrees to reimburse the Agent upon demand for all reasonable expenses paid or incurred by the Agent (including filing and recording costs and reasonable fees and expenses of legal counsel, who may be employees of the Agent) in connection with the preparation, negotiation, execution, delivery, amendment, modification and interpretation of the Loan Documents. The Borrower agrees to pay, and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower shall also reimburse the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (including expenses of legal counsel) paid or incurred by the Agent or any Bank in connection with the collection and enforcement of this Agreement and any other Loan Document. The Borrower agrees to indemnify and hold the Banks and the Agent harmless from any loss or expense which may arise or be created by the acceptance of telephonic or other instructions for making Loans or disbursing the proceeds thereof. The Borrower further agrees to defend, protect, indemnify and hold harmless the Agent and the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees") from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, relating to or in connection with the execution, delivery, performance or enforcement of any Loan Document, any commitments relating thereto, the creation of a Lien in favor of the Agent or the Banks under any Loan Document, or any transaction contemplated by any Loan Document; or (b) by reason of, relating to or in connection with any credit extended or used under the Loan Documents or any act done or omitted b...

Expenses and Indemnities. Borrower shall reimburse Lender, on demand, for the reasonable legal fees and expenses incurred by it in connection with (a) negotiation, execution and preparation hereof and of the Subordination Agreement, including any amendments, modifications, waivers, consents or acquitances with respect hereto or thereto; and (b) without duplication of Borrower’s obligations to Lender under the documentation relating to the Rights Offering, the enforcement by Lender of any of its rights or Borrower’s obligations under and pursuant to the terms of this Note and the Subordination Agreement (and any amendments, modifications, waivers, consents or acquitances with respect hereto or thereto).

Expenses and Indemnities. 13 ARTICLE XI COMMUNICATIONS............................................................................ 14 ARTICLE XII ASSIGNMENTS............................................................................... 15

Expenses and Indemnities. Sections 13.2 and 13.10 of the Existing Credit Agreement are incorporated herein by this reference.