Indemnity; Costs and Expenses. Each Seller shall, only to the extent of and in proportion to the portion of the Transaction Consideration received by such Seller, indemnify and defend the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, damage, cost, liability or expense incurred without fraud, gross negligence or willful misconduct by the Sellers’ Representative and arising out of or in connection with the acceptance, performance or administration of the Sellers’ 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 Sellers’ Representative in connection with the acceptance, performance and administration of his or her duties as the Sellers’ 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 Sellers’ Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Sellers’ Representative by the Sellers (“Sellers’ Representative’s Costs”), shall be paid as follows: (i) first by recourse to the Sellers’ Representative’s Fund; (ii) if such amounts are insufficient to pay such Sellers’ Representative’s Costs, then by recourse to the Subsequent Consideration that becomes payable to the Sellers; and (iii) if such amounts are insufficient to pay such Sellers’ Representative’s Costs, then by recourse directly to the Sellers (in proportion to the pro rata portion of the Transaction Consideration otherwise to be received by such Sellers).
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. 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.
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. Indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, 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. 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. 15.1 The PFI shall indemnify and reimburse the PEA promptly on demand in respect of:
Indemnity; Costs and Expenses. 12.1 The Parties will agree that the Interested Party indemnifies the Company and any of its board members, directors, officers and employees from certain third party claims in relation to the UK Rights Issue and the Tender Offer as further defined in such an agreement. Details will be subject to a separate agreement.
Indemnity; Costs and Expenses. 12.1 The Grantor agrees to indemnify the Bank and keep it indemnified at all times against all costs, expenses and other payments of whatsoever nature or kind incurred by the Bank and that may arise or become due in respect of, as a result of or incidental to the preservation, defence or enforcement of any of the rights of the Bank pursuant to this Agreement.
