Indemnity and Expenses definition

Indemnity and Expenses. The same as the term loans under the Backstop Term Loan B Facility, the Term B Loans (as defined in the Amended Gamma Credit Agreement) or the Term Loans (as defined in the Existing Credit Agreement), as applicable. Governing Law and Jurisdiction: New York. Counsel to the Bank Lead Arrangers and the Odin Incremental Administrative Agent: Xxxxx Xxxx & Xxxxxxxx LLP. ANNEX D Summary of the Bridge Facility This Summary outlines certain terms of the Bridge Facility referred to in the Commitment Letter, of which this Annex D is a part. Certain capitalized terms used herein are defined in the Commitment Letter. Company: Energizer Holdings, Inc. (the “Company”).
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Indemnity and Expenses. Substantially as set forth in the Existing Credit Agreement. Governing Law and Jurisdiction: New York (as set forth in the Existing Credit Agreement). Counsel to the Arranger and the Administrative Agent: Lxxxxx & Wxxxxxx LLP. The foregoing is intended to summarize certain terms and conditions of the First Lien Facility. It is not intended to be a definitive list of all of the requirements of the Borrower and the Guarantors in connection with the First Lien Facility other than the conditions precedent to the funding of the First Lien Facility. Exhibit B Summary of Terms and Conditions of the Second Lien Facility This Summary of Terms and Conditions outlines certain terms and conditions of the Second Lien Facility. Borrower: Same as in First Lien Facility. Guarantors: Each Guarantor under the First Lien Facility will jointly and severally guarantee the obligations of the Borrower under the Second Lien Facility.
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Indemnity and Expenses. Substantially as set forth in the First Lien Facility. Governing Law and Jurisdiction: New York (as set forth in the First Lien Facility). Counsel to the Arranger and the Administrative Agent: Lxxxxx & Wxxxxxx LLP. The foregoing is intended to summarize certain terms and conditions of the Second Lien Facility. It is not intended to be a definitive list of all of the requirements of the Borrower and the Guarantors in connection with the Second Lien Facility other than the conditions precedent to funding of the Second Lien Facility. Commitment Letter Exhibit B-3 Exhibit C Conditions Precedent to the First Lien Facility and the Second Lien Facility The following shall have occurred prior to or concurrently with the initial extensions of credit under the First Lien Facility and the Second Lien Facility (the “Facilities”).
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Examples of Indemnity and Expenses in a sentence

  • Without limiting the obligations of the Debtor under Clause 13 (Indemnity and Expenses), the Debtor agrees to pay, and to save the Security Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

  • Your obligations under this section Indemnity and Expenses shall be effective regardless of whether or not any Finance Documents are executed and whether or not any utilisation of the Facilities occurs.

  • General Indemnity and Expenses ..........................................

  • Section 7.04 Limitation on Duty of Collateral Agent in Respect of Collateral Section 7.05 Indemnity and Expenses.

  • Indemnity and Expenses: Substantially as set forth in the First Lien Facility.

  • Indemnity and Expenses.................................................................

  • Indemnity and Expenses...................................................

  • Indemnity and Expenses.........................................................

  • This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto, the Lenders and, with respect to the indemnification provided under the heading "Indemnity and Expenses," each Indemnified Person.

  • As consideration for our commitment hereunder and the Arranger’s agreement to perform the services described herein, you agree to pay the non-refundable fees set forth in the Term Sheets, in the Amended and Restated Fee Letter delivered herewith from MSSF, JPMorgan and JPMS to you relating to the Facilities and dated the date hereof (the “Fee Letter”) and in any other fee agreements agreed to by the relevant parties hereto.5. Indemnity and Expenses; Other Activities.

Related to Indemnity and Expenses

  • Costs and Expenses means any actual, provable, reasonable, customary and direct out-of-pocket costs and expenses incurred by such Fund. Costs and Expenses shall not include, and in no event shall BNY Mellon be liable under this Agreement for, any lift-out expenses or platform development costs for the successor service provider or any wind-down costs of the Fund or any Fund Affiliate, including, without limitation, non-cancelable payments or termination charges regarding hosting and/or any other subcontracted services. The Fund must provide BNY Mellon with written evidence of the Costs and Expenses before BNY Mellon is obligated to pay them. The Fund also has a duty to mitigate, and must exercise its duty to mitigate, such Costs and Expenses.

  • Attorneys’ Fees and Expenses means such funds as may be awarded to Class Counsel by the Court to compensate them (and all other attorneys for Plaintiff or the Settlement Class) for their fees and all expenses incurred by Plaintiff or Class Counsel in connection with the Litigation.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Environmental Damages means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including reasonable fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, direct or indirect, foreseeable or unforeseeable, made, incurred, suffered or brought at any time and from time to time and arising in whole or in part from:

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Expenses and Liabilities has the meaning assigned to such term in ‎Section 5.4(a).

  • Hold Harmless All parties hereby covenant and agree to: (1) indemnify and hold Holder harmless from and against all claims, injuries, suits and damages arising out of the performance by Holder of its duties; (2) not to xxx Xxxxxx for any decision of Holder to disburse xxxxxxx money in accordance with this Agreement. Seller warrants that Seller presently has title to said Property, and at the time the sale is consummated agrees to convey insurable title to said Property to Purchaser by Limited Warranty deed, subject only to (1) all zoning; general utility, sewer and drainage easements of record as of the Binding Agreement Date; (2) matters affecting title that would be disclosed by an accurate survey of the property, (3) Declaration of Covenants, conditions and restrictions of record on the Binding Agreement Date and (3) all taxes not yet due and payable. In the event there are leases on the property, Xxxxxxxxx agrees to assume Xxxxxx's responsibility thereunder to the tenant(s) and broker(s) who negotiated such leases. Purchaser shall have fifteen (15) days from the Binding Agreement Date to examine title and to furnish Seller a written statement of objections affecting the insurability of said title. Should Purchaser fail to furnish Seller with a written statement of objections within the time allotted, then Purchaser shall be deemed to have accepted title as is. Seller shall have forty-five

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnified Costs has the meaning specified in Section 8.05(a).