Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 57 contracts
Samples: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, reasonable legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 14 contracts
Samples: Distribution Agreement (Earth Sciences Inc), Distribution Agreement (Omi Corp), Distribution Agreement (National Patent Development Corp)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal feesfees and expenses, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 13 contracts
Samples: Voting Agreement (Rggpls, LLC), Stockholders Agreement (NationsHealth, Inc.), Stockholders Agreement (Millstream Acquisition Corp)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party or parties by reason of the enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 11 contracts
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Stock Purchase Agreement, Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)
Attorney Fees. A party Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party Party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party Party may be entitled.
Appears in 6 contracts
Samples: Stock and LLC Interest Purchase Agreement, Stock and LLC Interest Purchase Agreement (Innophos Holdings, Inc.), Stock Purchase Agreement (Gilead Sciences Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the each other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 5 contracts
Samples: Contribution Agreement (Marketwatch Com Inc), Contribution Agreement (Sign Media Systems Inc), Tax Indemnification and Allocation Agreement (Pcquote Com Inc)
Attorney Fees. A party determined to be in breach of this Agreement shall, on demand, indemnify and hold harmless the other party hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, reasonable legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement; provided, that such determination shall be effective only when made by the court having final jurisdiction of the matter and the period for appeal from that court, if any, shall have expired. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 4 contracts
Samples: Distribution Agreement (Pactiv Corp), Tenneco Distribution Agreement (Tenneco Packaging Inc), Distribution Agreement (Tenneco Packaging Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 3 contracts
Samples: Master Intercompany Agreement (Hartford Life Inc), Intercompany Agreement (Infinity Broadcasting Corp /De/), Master Intercompany Agreement (Hartford Life Inc)
Attorney Fees. A If any party in to this Agreement shall breach any provision of this Agreement (a "breaching party"), such breaching party shall, on demand, indemnify and hold harmless the other party parties and their respective Affiliates for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party or such Affiliates by reason of the enforcement and protection of its rights under this AgreementAgreement in respect of such breach. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 3 contracts
Samples: Aircraft Contribution Agreement (Cablevision Systems Corp), Contribution Agreement (Cablevision Systems Corp), Contribution Agreement (Itt Corp /Nv/)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for parties hereto from and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party parties by reason of the enforcement and protection of its their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 3 contracts
Samples: Preferred Stock (Transmontaigne Inc), Preferred Stock Recapitalization Agreement (Transmontaigne Inc), Registration Rights Agreement (Transmontaigne Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled. Except as otherwise provided in this Section, each party shall be responsible for all costs and expenses of its lawyers and other advisors in connection with this Agreement and the transactions contemplated herein.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Allied Defense Group Inc), Agreement and Plan of Merger (Allied Defense Group Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the each other party to this Agreement for and against all reasonable out-of-pocket expenses, including legal fees, incurred by each such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 2 contracts
Samples: Backstop Agreement (Avaya Inc), Backstop Agreement (Warburg Pincus LLC)
Attorney Fees. A party in breach of this Agreement -------------- shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Transmontaigne Inc), Registration Rights Agreement (Transmontaigne Inc)
Attorney Fees. A party Party in breach of this Agreement shall, on demand, -------------- indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party Party may be entitledentitled hereunder or otherwise.
Appears in 2 contracts
Samples: Compete Agreement (Arch Chemicals Inc), Compete Agreement (Arch Chemicals Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the each other party for and against all reasonable out-of-pocket expenses, including legal feestees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Contribution Agreement (Pearson Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for parties hereto from and against all reasonable out-of-of- pocket expenses, including legal fees, incurred by such other party parties by reason of the enforcement and protection of its their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Samples: Preferred Stock Recapitalization Agreement (Transmontaigne Inc)
Attorney Fees. A Except as contemplated by the third to the last sentence of Article VI hereof, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on -------------- demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including reasonable legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Recapitalization and Stock Purchase and Sale Agreement (Firearms Training Systems Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties for and against all reasonable out-of-pocket expenses, including reasonable legal fees, incurred by such other party parties by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Samples: Purchase Agreement (Strategic Hotels & Resorts, Inc)
Attorney Fees. A party in breach of this Agreement and the unsuccessful party in any dispute, action, claim or defense thereof, shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Stock Transfers and Future Payments Agreement (Gateway Inc)
Attorney Fees. 19.1 A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Attorney Fees. A party Party in breach of this Agreement shall, on demand, ------------- indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party Party may be entitledentitled hereunder or otherwise.
Appears in 1 contract
Attorney Fees. A Subject to Section 2.5.2, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for parties hereto from and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party parties by reason of the enforcement and protection of its their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket outofpocket expenses, including legal fees, incurred by such other party or parties by reason of the enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Stock Purchase Agreement
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-of- pocket expenses, including reasonable legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Attorney Fees. A Except as contemplated by the third to the last sentence of Article VI hereof, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-of- pocket expenses, including including, without limitation, legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 1 contract
Attorney Fees. A party Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party Party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment Agreement after entry of such expenses is in addition to any other relief to which such other party may be entitleda final non-appealable order.
Appears in 1 contract
Samples: Facilities Sale Agreement (Williams Energy Partners L P)
Attorney Fees. A Except as contem plated by the third to the last sentence of Article V hereof, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement enforce ment and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on ------------- demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment Agreement after entry of such expenses is in addition to any other relief to which such other party may be entitleda final non-appealable order.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party parties by reason of the enforcement and protection of its their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Attorney Fees. A Except as contemplated by an arbitrator's ------------- decision pursuant to Article VI hereof, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party parties hereto for and against all reasonable out-of-pocket expenses, including including, without limitation, reasonable legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitledentitled hereunder or otherwise.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement Agreement, and the unsuccessful party in any dispute, action, claim or defense thereof, shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including reasonable legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Attorney Fees. A Subject to Section 2.4(b) a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for parties hereto from and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party parties by reason of the enforcement and protection of its their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement hereof shall, on demand, indemnify and hold harmless the other party parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party parties by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Samples: Equity Purchase Agreement (Ryan Specialty Group Holdings, Inc.)
Attorney Fees. A Any party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cytec Industries Inc/De/)
Attorney Fees. A Except as expressly provided in this Agreement, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Asset Purchase Agreement asset Purchase Agreement (SCP Pool Corp)
Attorney Fees. A party found to be in breach of this Agreement by a ------------- final, non-appealable judgment of a court of competent jurisdiction shall, on demand, indemnify and hold harmless the each other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party parties may be entitled.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on ------------- demand, indemnify and hold harmless the other party for from and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party or parties by reason of the enforcement and protection of its or their rights under this Agreement. .The payment of such expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Convertible Promissory Note Purchase Agreement (Kesselring Holding Corporation.)
Attorney Fees. A party Party in breach of this Agreement shall, on demand, indemnify and hold harmless the each other party Party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party Party may be entitled.. [THE NEXT PAGE IS THE SIGNATURE PAGE] EXECUTION COPY
Appears in 1 contract
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such 51 46 expenses is in addition to any other relief to which such other party may be entitled.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Avaya Inc)
Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment Agreement after entry of such expenses is in addition to any other relief to which such other party may be entitleda final non-appealable order.
Appears in 1 contract
Samples: Facilities Sale Agreement (TransMontaigne Partners L.P.)
Attorney Fees. A party Party in breach of this Agreement shall, on demand, -------------- indemnify and hold harmless the other party Party hereto for and against all reasonable out-of-of- pocket expenses, including including, without limitation, legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party Party may be entitledentitled hereunder or otherwise.
Appears in 1 contract
Samples: Powder Supply Requirements Agreement (Primex Technologies Inc)
Attorney Fees. A party Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party Party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party Party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party Party may be entitled.. [THE NEXT PAGE IS THE SIGNATURE PAGE] 45 FINAL FORM
Appears in 1 contract
