Costs; Indemnification Sample Clauses

Costs; Indemnification. Passport will reimburse Customer for actual costs incurred by Customer in responding to, and mitigating damages caused by, any confirmed or suspected security incident involving the unauthorized disclosure or theft of PII or PCI-DSS Information, including all costs of notice or remediation, excluding any unauthorized disclosure or theft of PII or PCI-DSS caused by a Customer authorized agent, employee, caused by Customer or as a result of Customer’s negligence. Passport shall further defend, indemnify and hold harmless Customer and each of its officers, employees, and agents from and against all claims, suits, actions, proceedings, losses, damages, liability awards, costs, or expenses of any kind, including reasonable attorneys’ fees, arising out of or related to Passport’s failure to comply with its obligation under Section 24 of this Agreement. Such reimbursement or indemnity obligations are not subject to the limitation of liability set froth in Section 20 of this Agreement.
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Costs; Indemnification. North Beach agrees to indemnify Grantors from and against liability incurred by Grantors as a result of North Beach’s negligence or willful misconduct, or the negligence or willful misconduct of North Beach’s agents, guests or invitees in the exercise of the rights herein granted to North Beach, but nothing herein shall require North Beach to indemnify Grantors for that portion of any such liability attributable to the negligence or willful misconduct of Grantors, their agents, guests or invitees or the negligence or willful misconduct of third parties. Grantors agree to indemnify North Beach from and against liability incurred by North Beach as a result of Grantor’s negligence or willful misconduct or the negligence or willful misconduct of Grantors’ agents, guests or invitees in the exercise of Grantors’ use of the Burdened Property, but nothing herein shall require Grantors to indemnify North Beach for that portion of any such liability attributable to the negligence or willful misconduct of North Beach, or their agents, guests or invitees or the negligence or willful misconduct of third parties.
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Costs; Indemnification. (i) Acquiror shall bear all costs incurred in preparing and filling the Resale Registration Statement and any Acquiror Registration Statement including, without limitation, all applicable legal, accounting, printing, blue sky and SEC filing fees; provided, however, that Acquiror shall not be responsible for any underwriting commissions or discounts, brokerage fees or legal fees or disbursements incurred by any Person (other than Acquiror) that sells any shares of Acquiror Common Stock under the Resale Registration Statement or any Acquiror Registration Statement. Acquiror shall also bear all costs of keeping the Resale Registration Statement current during the applicable period described in Section 7.18(a).
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Costs; Indemnification. (a) Pledgor agrees to pay or reimburse (i) all costs and reasonable attorney’s fees incurred by the Collateral Agent and the Secured Parties in connection with the enforcement, collection or protection of its rights in connection with this Agreement and the other Loan Documents to which Pledgor is party, including its rights under this Section and (ii) all reasonable costs and expenses incurred by the Collateral Agent in the administration of this Agreement and the other Loan Documents to which Pledgor is a party. As used in this paragraph, “attorneys’ fees” includes the allocated costs of in-house counsel. In addition, Pledgor agrees to, upon reasonable notice from the Collateral Agent, pay any and all stamp and other taxes or fees payable or determined to be payable in connection with the execution and delivery of this Agreement and the other documents to be delivered hereunder, and agrees to save the Collateral Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.
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Related to Costs; Indemnification

  • 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.

  • Enforcement Expenses; Indemnification (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers.

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