Payment of Expenses Indemnity Sample Clauses

Payment of Expenses Indemnity. The Account Party will (a) pay all reasonable and documented out-of-pocket expenses (including without limitation, reasonable and documented fees and disbursements of one primary counsel, and special or local counsel to the extent reasonably necessary) incurred by the Issuing Lender on or after the Effective Date in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and any waiver, amendment or consent by the Issuing Lender relating to this Agreement or any other Credit Document and (ii) the administration and enforcement of any rights and remedies of the Issuing Lender under this Agreement or any other Credit Document, and (b) defend, indemnify and hold harmless the Issuing Lender and each of its Related Persons, from and against any losses, penalties, fines, liabilities, judgments, settlements, damages, costs and expenses, suffered on or after the Effective Date by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not any such Person is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, the Letters of Credit or any other Credit Document, including without limitation, reasonable and documented fees and disbursements of one primary counsel, and special or local counsel to the extent reasonably necessary, to the Issuing Lender, except to the extent that any of the foregoing are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification therefor.
Payment of Expenses Indemnity. (a) Each Borrower hereby agrees to pay on a joint and several basis (promptly and in all events within thirty (30) days after the receipt of written notice from the Administrative Agent with appropriate supporting documentation) its pro rata portion of all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable and documented fees and expenses of the Administrative Agent’s one designated law firm and, to the extent applicable, one law firm in each relevant foreign jurisdiction) reasonably and actually incurred by it in connection with the negotiation, preparation, execution and delivery of this Credit Agreement, the Notes, and the other Loan Documents, any and all amendments, modifications and supplements thereof or thereto and the initial syndication undertaken at the direction of, or with the approval of, the Borrowers, and, if an Event of Default exists, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the attorneys’ reasonable and documented fees of the Administrative Agent’s one designated law firm and, to the extent applicable, one law firm in each relevant foreign jurisdiction) reasonably and actually incurred by them in connection with the preservation and enforcement of the Administrative Agent’s and the Lendersrights under this Credit Agreement, the Notes, and the other Loan Documents.
Payment of Expenses Indemnity. (a) The Company agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender and each other Agent in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent or any Lender in connection with the enforcement or preservation of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Shearman & Sterling LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or preservation, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent and any Lender; provided that, in each case, such payment or reimbursement obligation shall be limited to a single law firm in any jurisdiction (absent an actual conflict of interest).
Payment of Expenses Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, in addition to the rights of indemnification granted to the Indemnified Parties under Section 11.01(b) hereof, the Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery, modification, amendment, administration and monitoring of the Credit Documents and the other documents to be delivered thereunder (including the costs in respect of the perfection and maintenance of the security interests and conducting due diligence with respect to the Borrower and its business), including, without limitation, the fees and out-of-pocket expenses of counsel for the Lender and the Agent, and of local counsel who may be retained by the Lender and the Agent, with respect thereto and with respect to advising the Lender and the Agent as to their rights and remedies under the Credit Documents, and including all reasonable costs and expenses in connection with the servicing and liquidation of the Collateral. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, workout, legal proceedings or otherwise) of the Credit Documents and the other documents to be delivered thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 11.01 (a).
Payment of Expenses Indemnity. The Borrower shall:
Payment of Expenses Indemnity. (a) Borrower agrees to: (i) ------------------------------ pay all reasonable out-of-pocket costs and expenses of the Lender incurred in connection with its negotiation, structuring, documenting, closing, administration or modification of, or in connection with the preservation of Lender's rights under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this Agreement or any other Credit Document or any instruments referred to therein or any amendment, waiver or consent relating thereto, including, without limitation, the reasonable fees and disbursements of counsel for the Lender, and (ii) pay and hold the Lender harmless from and against any and all present and future stamp, documentary, property, ad valorem -- ------- or other similar non-income taxes with respect to this Agreement, the Note or any other Credit Documents, any Collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.
Payment of Expenses Indemnity. Except for outofpocket costs and expenses incurred by each party in connection with the negotiation, preparation, execution and delivery of this Note, the Issuer shall indemnify the Payee, its officers, directors, partners, stockholders, employees, representatives and agents (each an "Indemnitee") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the obligations) be imposed on, asserted against or incurred by any Indemnitee as a
Payment of Expenses Indemnity. Parent and Borrower shall:
Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, execution and delivery, and any amendment, waiver, supplement or modification to, this Agreement and the other documents prepared in connection herewith or therewith, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable invoiced fees and disbursements of counsel (including local counsel in any relevant jurisdiction) to such parties and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter and (ii) to pay or reimburse each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and invoiced fees and disbursements of counsel to such parties and any documented costs and expenses incurred during any workout or restructuring.
Payment of Expenses Indemnity. The Company shall (a) pay all reasonable out-of-pocket expenses of the Guarantors in connection with (i) the preparation, execution and delivery of this Agreement, whenever the same shall be executed and delivered, not to exceed $10,000, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Guarantors relating to this Agreement, including without limitation reasonable fees and disbursements of counsel for the Guarantors (iii) the administration and enforcement of any rights and remedies of the Guarantors under this Agreement, including consulting with accountants and attorneys concerning the nature, scope or value of any right or remedy of the Guarantors hereunder or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of the Guarantors, and (b) defend, indemnify and hold harmless the Guarantors from and against any losses, penalties, fines, liabilities, judgments, settlements, damages, costs and expenses, suffered by any such person in connection with any claim, investigation, litigation or other proceeding (whether or not the Guarantors are a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement or the Guaranty Documents (after taking into account the issuance of the Note in accordance with the terms hereof), including without limitation, reasonable attorneys' and consultants' fees of the Guarantors, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.