Common use of Costs and Expenses; Indemnity Clause in Contracts

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Xxxxxxx Xxxx Xxxxx & Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Xxxxxxx Xxxx Xxxxx & Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Xxxxxxx Sxxxxxx Xxxx Xxxxx & Xxxxxx Bxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Xxxxxxx Sxxxxxx Xxxx Xxxxx & Xxxxxx Bxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer Agent or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit hereby or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Company agrees to pay on demand (i) all reasonable costs and expenses of the Agent incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Letter of Credit Notes and any other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Xxxxxxx Xxxx Xxxxx & Xxxxxx LLP, counsel to the Agent; (ii) all reasonable costs and expenses of the Agent (including reasonable attorneys’ fees) incurred in connection with any consents or waivers hereunder or amendments hereto; and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any other holders of a Note in connection with the enforcement of this Agreement or the Notes and any other instruments and documents to be delivered hereunder. The Company agrees to indemnify and save harmless the Banks and the Agent from any and all liabilities, losses, costs and expenses incurred by the Banks or the Agent in connection with any action, suit or proceeding brought against the Agent, the L/C Issuer or any Bank by any Person which arises out of the transactions contemplated or provided for hereby, by the Letter of Credit or by the Notes, or out of any action or inaction by the Agent, L/C Issuer Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnifiedindemnified as determined by a final judgment of a court of competent jurisdiction.