Expenses Indemnification Etc Sample Clauses
The "Expenses, Indemnification, Etc" clause defines the responsibilities of the parties regarding the payment of costs and the protection against certain liabilities. Typically, this clause outlines which party is responsible for covering expenses such as legal fees, and specifies the circumstances under which one party must compensate or "indemnify" the other for losses, damages, or claims arising from the agreement. For example, if one party is sued due to actions related to the contract, the other party may be required to cover those costs. The core function of this clause is to allocate financial risk and clarify who bears the burden of specific costs and liabilities, thereby reducing uncertainty and potential disputes between the parties.
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Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse:
(i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel, the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties;
(ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and
(iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses, assessments and other charges (including reasonable fees and disbursements of one c...
Expenses Indemnification Etc. (a) The Company shall pay all reasonable costs, expenses, taxes and fees (i) incurred by the Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation (but subject to the provisions of the Fee Letter), the reasonable costs and professional fees of Chapman and Cutler, Chicago, Illinois, whether or not any transaction ▇▇▇▇▇▇▇lated ▇▇▇▇▇y shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Agent in connection with the preparation, execution and delivery of any waiver, amendment or consent by the Banks, the Letter of Credit Bank or the Agent relating to the Loan Documents including, without limitation, reasonable costs and professional fees of counsel for the Agent; and (iii) actually incurred by the Agent, the Letter of Credit Bank or any of the Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of counsel for the Agent, the Letter of Credit Bank or the Banks.
(b) The Company shall indemnify the Agent, the Letter of Credit Bank and each Bank and hold the Agent, the Letter of Credit Bank and each Bank (and all directors, officers, employees and agents of any of the foregoing (the Agent, the Letter of Credit Bank, the Banks and such directors, officers, employees and agent each referred to as an "Indemnified Party")) harmless against, any and all costs, losses, liabilities, claims, damages or expenses incurred by an Indemnified Party, whether jointly or severally, and whether or not such Indemnified Party is designated a party thereto, arising out of or by reason of, or relating directly or indirectly to, (i) any investigation, litigation or other proceeding, pending or threatened, regarding any actions or failure to act by the Company involving this Agreement or any transaction contemplated hereby, (ii) any actual or proposed use by the Company or any of its Subsidiaries of the proceeds from any borrowing hereunder or the Letter of Credit, or (iii) the Agent's, any Bank's, the Letter of Credit Bank's or the Company's entering into and complying with this Agreement or in issuing or delivering the Notes or the Letter of Credit and including, without limitation, the reasonable fees and disbursements of such Indemnified Party's separate counsel...
Expenses Indemnification Etc. The Credit Parties, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. The Borrower --------------------------------- agrees
(a) to pay or reimburse the Agent and the Banks on demand for their reasonable out-of-pocket costs and expenses (including without limitation the reasonable fees and expenses of counsel to the Banks, and other counsel to the Agent and the Banks), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder, and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement or any of the other Credit Documents, (b) to pay or reimburse the Agent and the Banks for all reasonable out-of-pocket costs and expenses of the Agent and the Banks (including reasonable counsels' fees and expenses) in connection with the enforcement of this Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Notes, or any of the other Credit Documents and (c) to pay filing and recording fees relating to, and taxes, title insurance premiums and other charges incurred in connection with, perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documents. The Borrower hereby indemnifies the Agent and each Bank and their respective directors, officers, employees, agents and Affiliates (each of which is sometimes referred to herein as an "Indemnified Party") and ----------------- agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Agent nor...
Expenses Indemnification Etc. 82 SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.. . . . . . . . . . 85
Expenses Indemnification Etc. Assignors shall indemnify Lender for all reasonable costs, expenses, and charges (including without limitation, reasonable fees and charges of legal counsel for Lender) incurred by Lender in connection with the enforcement of this Agreement, including without limitation, any expenses incurred in connection with assembling, collecting, maintaining, preserving or protecting the Pledged Collateral. Subject to the limitations set forth in Section 7.3(b) of the Loan Agreement, Assignors and Borrower agree to indemnify Lender from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from Lender's gross negligence or willful misconduct. The obligations of Assignors and Borrower under this Section shall survive the termination of this Agreement.
Expenses Indemnification Etc. (a) The Obligors, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. 51 9.4. AMENDMENTS. ETC . . . . . . . . . . . . . . . . . . . . . . . . . 52 9.5.
Expenses Indemnification Etc. 36 15.1. Transaction Expenses..........................................................................................36 15.2. Indemnification...............................................................................................37 15.3. Survival......................................................................................................37
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