Indemnity; Costs and Expenses. Each Seller shall, severally and not jointly, in proportion to the portion of the Closing Date Cash Consideration then previously received by such Sellers (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled), indemnify, hold harmless and defend the Holder Representative (and its directors, officers, employees, shareholders, agent and representatives) against any Damages incurred without fraud, gross negligence or willful misconduct by the Holder Representative and arising out of or in connection with the acceptance, performance or administration of the Holder Representative’s duties under this Agreement. Any Damages (including costs of defending claims prior to the final adjudication or settlement of such claims) incurred by the Holder Representative in connection with the acceptance, performance and administration of its duties as the Holder Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement, but excluding any of the foregoing arising out of the Holder Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Holder Representative by the Sellers (“Holder Representative’s Costs”) shall be paid as follows: (i) first by recourse to the Holder Representative’s Fund, if any; and (ii) if such amounts are insufficient to pay such Holder Representative’s Costs, then by recourse directly to the Sellers (in proportion to the portion of the Closing Date Cash Consideration then previously received by each such Seller (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled).
Indemnity; Costs and Expenses. The provisions with respect to indemnity, reimbursement and other related matters set forth in Sections 10.04 and 10.05 of the Credit Agreement, which are incorporated by reference into this Amendment, shall apply to the costs and expenses incurred in connection with the Amendment, the transactions contemplated herein and any and all losses, liabilities, damages, claims, and reasonable and documented or invoiced out-of-pocket fees and expenses arising out of or relating to any claim or any litigation or other proceeding that relates to the Amendment and the transactions contemplated herein; provided that such provisions shall apply solely upon, and subject to the occurrence of, the Amendment No. 1 Effective Date.
Indemnity; Costs and Expenses. (a) The Company hereby agrees to indemnify each Bank, its affiliates and the respective directors, officers, agents and employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to this Agreement, the Letter of Credit, the Drawing Loans, any drawing under the Letter of Credit or any actual or proposed use of proceeds of the drawings under the Letter of Credit; except, only if, and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of such Indemnitee in performing or failing to perform its obligations under this Agreement or in making payment against a drawing presented under the Letter of Credit which does not comply with the terms thereof (it being understood and agreed by the parties hereto that in making such payment the Issuing Bank's exclusive reliance on the documents presented to the Issuing Bank in accordance with the terms of the Letter of Credit as to any and all matters set forth therein, whether or not any statement or any document presented pursuant to the Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever shall not be deemed willful misconduct or gross negligence of the Issuing Bank).
Indemnity; Costs and Expenses. Each Company Stockholder shall, only to the extent of and in proportion to the portion of the Merger Consideration received by such Company Stockholder, indemnify and defend the Stockholder Representative and hold the Stockholder Representative harmless against any loss, damage, cost, liability or expense incurred without fraud, gross negligence or willful misconduct by the Stockholder Representative and arising out of or in connection with the acceptance, performance or administration of the Stockholder Representative’s duties under this Agreement. Any Liabilities, losses, penalties, fines, claims, damages, out-of-pocket costs or expenses incurred by or reasonably expected to be incurred by the Stockholder Representative in connection with the acceptance, performance and administration of his or her duties as the Stockholder Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement but excluding any of the foregoing arising out of the Stockholder Representative’s fraud, gross negligence or willful misconduct) shall be paid by the Company Stockholders (in proportion to the pro rata portion of the Initial Merger Consideration otherwise to be received by such Company Stockholders).
Indemnity; Costs and Expenses. The provisions of Section 9.03 of the Credit Agreement apply mutatis mutandis to each of the Sixth Refinancing Amendment Arrangers, their respective affiliates and controlling persons and the respective officers, directors, members, partners, employees, advisors, agents and representatives of each of the foregoing and their successors and permitted assigns (together with the Sixth Refinancing Amendment Arrangers, the “Arranger Group”) in respect of their activities and roles in connection with the transactions contemplated by this Amendment to the same extent as if the Arranger Group in their respective capacities under this Amendment were named therein. The Borrowers agree to reimburse the Administrative Agents and the Sixth Refinancing Amendment Arrangers for their reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agents and the Sixth Refinancing Amendment Arrangers.
Indemnity; Costs and Expenses. Indemnify and/or reimburse (as applicable) the Administrative Agent for any and all reasonable, documented out-of-pocket costs, expenses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (d) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties (including the Borrower) referenced herein or in any other Loan Document.
Indemnity; Costs and Expenses. 15.1 The PFI shall indemnify and reimburse the PEA promptly on demand in respect of:
Indemnity; Costs and Expenses. Each Equityholder shall, only to the extent of and in proportion to the portion of the Sale Consideration received by such Equityholder, indemnify and defend the Equityholder Representative and hold the Equityholder Representative harmless against any Damages incurred without fraud, gross negligence or willful misconduct by the Equityholder Representative and arising out of or in connection with the acceptance, performance or administration of the Equityholder Representative’s duties under this Agreement. Any Damages, out-of-pocket costs or expenses incurred by or reasonably expected to be incurred by the Equityholder Representative in connection with the acceptance, performance and administration of his or her duties as the Equityholder Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement but excluding any of the foregoing arising out of the Equityholder Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Equityholder Representative by the Equityholders, shall be paid by recourse directly to the Equityholders (in proportion to the Sale Consideration to which each Equityholder is entitled under this Agreement, as set forth on Exhibit A).
Indemnity; Costs and Expenses. The Borrower and each other Credit Party shall indemnify and/or reimburse (as applicable) the Administrative Agent for any and all reasonable, documented out-of-pocket costs, expenses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Credit Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (d) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Credit Parties (including the Borrower) referenced herein or in any other Credit Document.
Indemnity; Costs and Expenses. 14.1 The Pledgor shall indemnify the Pledgee against all losses incurred by the Pledgee as a result of a breach by the Pledgor of its obligations under this Pledge Agreement and in connection with the exercise by the Pledgee’s of its rights contained in clause 12 of this Pledge Agreement, save for any losses arising as a result of the gross negligence or wilful misconduct of the Pledgee. All sums the subject of this indemnity will be payable by the Pledgor to the Pledgee within 10 Business Days of demand.
