Reimbursement; Indemnification. Each Lender agrees (a) to reimburse the Administrative Agent in the amount of such Lender’s Pro Rata Share of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, to the extent not reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of the Loan Documents or any action taken or omitted by it or any of them under the Loan Documents, to the extent not reimbursed by the Borrower; provided, however, that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents.
Reimbursement; Indemnification. New Diamond and the Company acknowledge that the Company, on the one hand, and New Diamond, on the other hand, and their respective Subsidiaries, may incur costs and expenses (including contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Separation Agreement, the responsibility of the other. Accordingly, the Company and New Diamond agree to reimburse each other, as soon as practicable but in any event within five Business Days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any Tax reduction or recovery of Tax benefit realized by the Company or New Diamond or any such Subsidiary, as the case may be, in respect of the corresponding payment made by it. Liabilities retained, assumed or indemnified by New Diamond pursuant to this Article VIII shall in each case be deemed to be New Diamond Liabilities, and Liabilities retained, assumed or indemnified by the Company pursuant to this Article VIII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V.
Reimbursement; Indemnification. The Company and New Xxxxxx acknowledge that the Company and the Company Subsidiaries, on the one hand, and New Xxxxxx and the New Xxxxxx Subsidiaries, on the other hand, may incur costs and expenses (including, but not limited to, contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, the Company (and any Company Subsidiary responsible therefor) and New Xxxxxx (and any New Xxxxxx Subsidiary responsible therefor) agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company or New Xxxxxx, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding anything in this Section 2.14 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 2.03 shall not be subject to reimbursement and indemnification under this Agreement or the Distribution Agreement. All liabilities and obligations retained, assumed or indemnified by New Xxxxxx or any New Xxxxxx Subsidiary pursuant to this Agreement, in each case, shall be deemed to be New Xxxxxx Liabilities, as defined in the Distribution Agreement, and all liabilities retained, assumed or indemnified by the Company or any Company Subsidiary pursuant to this Agreement, shall be deemed to be Safety Liabilities, as defined in the Distribution Agreement, and, in each case, shall be subject to the indemnification provisions set forth in Article V thereof.
Reimbursement; Indemnification. Newco and the Company acknowledge that the Part D Group, on the one hand, and the Newco Group, on the other hand, may incur costs and expenses (including contributions to plans and the payment of insurance, or other similar premiums, or benefits) pursuant to any of the Benefit Plans which are, as set forth in this Agreement, the responsibility of the other Party. Accordingly, the Company and Newco agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other Party of reasonable verification, for all such costs and expenses reasonably incurred. All Liabilities retained, assumed or indemnified by Newco pursuant to this Article VII shall in each case be deemed to be Newco Liabilities, and all Liabilities retained, assumed or indemnified by the Company pursuant to this Article VII shall in each case be deemed to be Part D Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article VI.
Reimbursement; Indemnification. Each of the parties hereto acknowledges that the Western Atlas Group, on the one hand, and the UNOVA Group, on the other hand, may incur costs and expenses (including contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, Western Atlas and UNOVA agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses.
Reimbursement; Indemnification. Each of the parties hereto acknowledges that the Xxxxxx Group, on the one hand, and the Healthcare Services Group, on the other hand, may incur costs and expenses (including contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, Xxxxxx and Ventiv agree to reimburse each other, as soon as practicable but in any event within thirty (30) days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by Xxxxxx or Ventiv, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding ----------------- anything in this Section 7.11 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 7.01 shall not be subject to reimbursement, and indemnification under this Agreement or the Distribution Agreement.
Reimbursement; Indemnification. Agent shall reimburse Insurer and Master Agency and/or indemnify Master Agency or Insurer for any loss including attorneys’ fees resulting from actions by Agent, Sub-Agent, and their employees and for all costs, expenses and attorneys’ fees that Master Agency or Insurer may incur in recovering from Agent any property or indebtedness belonging to or due Master Agency or Insurer, including, but not limited to, enforcing this Agreement. Agent agrees to indemnify and hold Master Agency and Insurer harmless for any claim, loss, expense, cost or liability which it may incur resulting from the breach of this Agreement or violation of any law or regulation or failure to comply with any court order by it, its Sub-Agents, their employees or anyone under Agent’s supervision. Should any claims or lawsuits be made by any third party against Agent, Master Agency, or Insurer as a result of alleged wrongdoing by Agent, Sub-Agent, or their employees, then Agent shall hold Master Agency and Insurer harmless from and indemnify each for any claim, loss, expense, cost or liability which they may incur defending the action and for any settlement of or judgment resulting from such action. Master Agency or Insurer may, at its discretion, defend or settle any such claim.
Reimbursement; Indemnification. Marcam Solutions and the Company acknowledge that each may incur costs and expenses (including, without limitation, contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, program or arrangements, which are, as set forth in this Agreement, the responsibility of the other party. Accordingly, Marcam Solutions and the Company agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses, as the case may be, as an Indemnitee in respect of the corresponding payment made by it, except to the extent that any such payment or reimbursement would be duplicative.
Reimbursement; Indemnification. Spinco and the Company acknowledge that the Company, on the one hand, and Spinco, on the other hand, may incur costs and expenses (including, without limitation, contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Agreement, the responsibility of the other party. Accordingly, the Company and Spinco agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company or Spinco, as the case may be, in respect of the corresponding payment made by it. All Liabilities retained, assumed or indemnified by Spinco pursuant to this Article VIII shall in each case be deemed to be Spinco Liabilities, and all Liabilities retained, assumed or indemnified by the Company pursuant to this Article VIII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V hereof.
Reimbursement; Indemnification. Each of the parties hereto ------------------------------ acknowledges that the Xxxxxxx Group, on the one hand, and the Agribusiness Group, on the other hand, may incur costs and expenses (including contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Xxxxxxx and Agribrands agree that they, or the appropriate members of their respective Groups, shall reimburse the appropriate members of the other's Group, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses.
