Expenses; Indemnities Sample Clauses

Expenses; Indemnities. (a) Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor) promptly upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Obligor) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document. (b) Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor), from and against such Lender’s aggregate Proportionate Share of the liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Administrative Agent’s or such Related Person’s gross negligence or willful misconduct.

Expenses; Indemnities. (a) Each Lender agrees to reimburse each Agent, each Arranger and each of their respective Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors paid in the name of, or on behalf of, any Loan Party) that may be incurred by such Agent, such Arranger or any of their respective Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. (a) Unless otherwise agreed in writing, the Borrower shall reimburse the Agent and the Banks on demand for all reasonable costs, expenses and charges (including without limitation, reasonable fees and charges of Day, Berrx & Xowaxx xx any other external legal counsel for the Agent and the Banks) incurred by the Agent and the Banks in connection with the preparation, filing, recording, modification and amendment of this Agreement or the Notes; PROVIDED, that the Borrower shall not be required to reimburse more than the aggregate amount of $20,000 in connection with the preparation of this Agreement and the Notes. The Borrower further agrees to pay (i) within ten Business Days after demand, all reasonable costs and expenses (including reasonable counsel fees and expenses), if any, in connection with the enforcement, including without limitation, the enforcement of judgments (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes or any other document to be delivered under the this Agreement and (ii) within 30 days after demand, all audits, all insurance costs, and all other reasonable costs and expenses which the Agent or any Bank has or shall have paid by reason of the Borrower's failure or refusal to do so as and when required hereunder. The Borrower agrees to indemnify and hold harmless the Agent and the Banks from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs, expenses, charges and fees, except to the extent caused by the Agent's or such Banks' gross negligence or willful misconduct. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations. (b) The Borrower hereby absolutely agrees to indemnify the Agent and the Banks upon demand at any time, against any and all losses, costs or expenses which the Agent or any Bank may at any time or from time to time sustain or incur as a consequence of (i) any failure by the Borrower to pay, punctually on the due date thereof, any amount payable by the Borrower to the Agent or any Bank or (ii) the acceleration, in accordance with the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by any Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Bo...

Expenses; Indemnities. You agree to (i) indemnify and hold harmless the Lead Arranger and its affiliates, and each of the Lead Arranger’s and each such affiliate’s officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) and (ii) whether or not any of the Bridge Facility is funded, to pay or reimburse the reasonable and documented out-of-pocket costs and expenses of the Lead Arranger and its affiliates, in each case, with respect to this Fee and Syndication Letter and the transactions contemplated hereby in accordance with the terms set forth in Section 10.04 of the Credit Agreement as in effect on the date hereof, as if each reference therein to the “Administrative Agent” was a reference to the Lead Arranger.

Expenses; Indemnities. Each Lender agrees to reimburse Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon demand for such Xxxxxx’s pro rata share with respect to the Loan of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, 52 modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. 87 Section 9.8

Expenses; Indemnities. 83 Section 10.9 Resignation of Administrative Agent....................... 83 Section 10.10 Release of Collateral or Guarantors....................... 84 Section 10.11 Additional Secured Parties................................ 84 Section 10.12 Titles.................................................... 85 ARTICLE XI MISCELLANEOUS................................................... 85 Section 11.1 Amendments, Waivers, Etc.................................. 85 Section 11.2 Assignments and Participations; Binding Effect............ 86 Section 11.3

Expenses; Indemnities. Each Xxxxxx agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) and each Revolving Xxxxxx agrees to reimburse the Revolver Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), in each case, promptly upon demand, severally and ratably, of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by such Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. 139147 SECTION 10.9 Resignation of Administrative Agent or L/C Issuer 140148 SECTION 10.10 Release of Collateral or Guarantors 140149 SECTION 10.11 Additional Secured Parties 141149 SECTION 10.12

Expenses; Indemnities. (a) Each Purchaser agrees to reimburse the Administrative Agent and each of its Affiliates (to the extent not reimbursed by any Obligor) promptly upon demand for such Purchaser’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, the Company or any of its Subsidiaries or Affiliates) that may be incurred by the Administrative Agent or any of its Affiliates in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Transaction Document.