Costs and Expenses Indemnification Damage Waiver Sample Clauses

Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and Collateral Agent, including the reasonable fees, charges and disbursements of counsel for Administrative Agent and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the Facility provided for herein, the preparation and administration of the Margin Loan Documents or any amendments, modifications or waivers of the provisions of the Margin Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated but only so long as the Lenders are ready, willing and able to make the Advances contemplated by this Agreement upon satisfaction of all conditions precedent to the making of such Advances) (the “Lender Expenses”), but only up to an aggregate amount equal to the Lender Expenses Cap, and (ii) all expenses incurred by Administrative Agent, Collateral Agent or the Lenders or any of their respective Affiliates, including the fees, charges and disbursements of any counsel (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including, subject to Section 9.01(d), all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances.
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Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all expenses incurred by Lender and Collateral Agent, including fees, charges and disbursements of all counsel (including any foreign counsel) incurred by Lender and Collateral Agent, in connection with the Facility, including, without limitation, the preparation and administration of the Collar Loan Documentation, any syndication of the Facility or any amendments, modifications or waivers of the provisions of the Collar Loan Documentation (whether or not the transactions contemplated hereby or thereby shall be consummated); and (ii) all expenses incurred by Lender and Collateral Agent, including the fees, charges and disbursements of any counsel for Lender and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Collar Loan Documentation, including its rights under this Section, or in connection with the Advance made hereunder, including all such expenses incurred during any workout, restructuring or negotiations in respect of the Advance.
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Costs and Expenses Indemnification Damage Waiver. 6060 Section 9.05. Collateral Agent. 6262
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Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay all reasonable expenses incurred by Xxxxxx and Collateral Agent, including the reasonable fees, charges and disbursements of any outside counsel for Lender and Collateral Agent (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Collar Loan Documentation, including its rights under this Section, or in connection with the Advance made hereunder, including all such reasonable expenses incurred during any workout, restructuring or negotiations in respect of the Advance.
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Costs and Expenses Indemnification Damage Waiver. 85 Section 9.05. Payments Set Aside. 87 Section 9.06. Governing Law; Submission to Jurisdiction. 87 Section 9.07. Successors and Assigns. 88 Section 9.08. Severability 88 Section 9.09. Counterparts; Integration; Effectiveness 89 Section 9.10. Survival 89 Section 9.11. Confidentiality 89 Section 9.12. No Advisory or Fiduciary Relationship 90 Section 9.13. Right of Setoff 91 Section 9.14. Judgment Currency 91 Section 9.15. USA PATRIOT Act Notice 91 Section 9.16. Interest Rate Limitation 92 Section 9.17. Disclosure 92 Section 9.18. Calculation Agent Determinations; Lender Consultation. 92 SCHEDULES Schedule I – Lender Information Schedule II – Quarterly Release Shares EXHIBITS Exhibit A – Form of Officer’s Certificate Exhibit B – Form of Security Agreement Exhibit C – Form of Control Agreement Exhibit D – Form of Issuer Agreement Exhibit E – Form of Fund Representation Letter Exhibit F – Form of Collateral Call Notice Exhibit G-1 – U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-2 – U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-3 – U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-4 – U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit H – Form of Equity Commitment Letter Exhibit I – Form of Capital Call Confirmation Exhibit J – Form of Borrowing Notice Exhibit K – Form of Legend on Collateral Shares This MARGIN LOAN AGREEMENT dated as of September 10, 2019 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among Zephyr Holdco, LLC, a Delaware limited liability company, as Borrower (“Borrower”), Deutsche Bank AG, London Branch, as Administrative Agent, as Calculation Agent and as a Lender and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”). Borrower has requested that Lenders make loans to it on the Funding Date, and Lenders are prepared to make such loans upon the terms and subject to the conditions set forth in this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
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Costs and Expenses Indemnification Damage Waiver. (a) Borrower shall pay (i) all expenses incurred by Lenders and Agents, including the reasonable fees, charges and disbursements of counsel for Lenders and Agents (limited in the case of cost of counsel to the reasonable fees, charges and disbursements of one primary counsel and one additional counsel in each relevant jurisdiction for Lenders and Agents), in connection with the Facility, including, without limitation, the preparation and administration of the Margin Loan Documentation, any syndication of the Facility or any amendments, modifications or waivers of the provisions of the Margin Loan Documentation (but only if the Closing Date occurs), and (ii) all expenses incurred by Lenders and Agents, including the fees, charges and disbursements of any counsel for Lenders and Agents (limited in the case of cost of counsel to the reasonable fees, charges and disbursements of one primary counsel and one additional counsel in each relevant jurisdiction for Lenders and Agents), in connection with the enforcement, collection or protection of its rights in connection with the Margin Loan Documentation, including its rights under this Section, or in connection with the Advances made hereunder, including all such expenses incurred during any workout, restructuring or negotiations in respect of such Advances.
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Costs and Expenses Indemnification Damage Waiver. 95 Section 9.05. Payments Set Aside 97 Section 9.06. Governing Law; Submission to Jurisdiction 97 Section 9.07. Successors and Assigns 98 Section 9.08. Severability 98 Section 9.09. Counterparts; Integration; Effectiveness 99 Section 9.10. Survival 99 Section 9.11. Confidentiality 99 Section 9.12. No Advisory or Fiduciary Relationship 100 Section 9.13. Right of Setoff 101 Section 9.14. Judgment Currency 101 Section 9.15. USA PATRIOT Act Notice 101 Section 9.16. Interest Rate Limitation 102 Section 9.17. Disclosure 102 Section 9.18. Calculation Agent Determinations; Required Lender Consultation 102
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Costs and Expenses Indemnification Damage Waiver 
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Related to Costs and Expenses Indemnification Damage Waiver

  • Expenses; Indemnity; Damage Waiver (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • Costs and Expenses; Indemnification Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Borrower or its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

  • Expenses Indemnity and Damage Waiver In the event of any litigation, arbitration or court proceeding between the Company and Warrantholder relating hereto, the provisions of Section 11.04 of the Credit Agreement shall apply.

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