Reimbursement and Indemnity. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees (including the allocated costs of in-house legal counsel) and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document, to the extent the same shall not have been reimbursed by the Borrower or any other Credit Party, provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each the Issuing Bank and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.
Reimbursement and Indemnity. If either party has the right under this Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnity excludes any GST components of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credits (if any).
Reimbursement and Indemnity. (a) Each Lender shall reimburse the Facility Agent (rateably in accordance with its Outstandings or, if at the relevant time, no Advance has been made under this Agreement, its Commitment), to the extent the Facility Agent is not reimbursed by the Borrower, for the charges and expenses incurred by the Facility Agent in contemplation of, or otherwise in connection with, the enforcement of, or the preservation of any rights under, or in carrying out its duties under any of the Finance Documents, including (in each case) the fees and expenses of legal or other professional advisers.
Reimbursement and Indemnity. (a) Each Financier will severally reimburse each of the Facility Agent and the Security Trustee (to the extent that it is not reimbursed by the Obligors) rateably in accordance with its Commitments, or if the Total Commitments are then zero in accordance with its Commitments immediately before their reduction to zero, for all expenses (including legal fees, costs and disbursements (on a solicitor/own client basis)) incurred in connection with:
Reimbursement and Indemnity. (a) If the Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse to the Bank the amount of such LC Disbursement on the Business Day following the date of such LC Disbursement, subject to Section 2.04(b).
Reimbursement and Indemnity. (a) IP OpCo shall be liable to reimburse the Secretary of State for any payment made by or on behalf of the Secretary of State under this Agreement, which liability shall arise on the day on which the Secretary of State makes a payment under this Agreement. Such reimbursement shall be made in accordance with the Security Trust and Intercreditor Deed.
Reimbursement and Indemnity. If a Member shall, pursuant to authorization of or approval by the Members Committee or a final judgment of a court of competent jurisdiction or in compliance with law or order of any governmental agency, pay any amount on behalf of or for the account of the Company with respect to any liability, obligation, undertaking, damage, or claim for which the Company shall or may, pursuant to contract or applicable law, be liable or responsible, or with respect to making good any loss or damage sustained by, or paying any duty, cost, claim, or damage incurred by, the Company, then the Company shall reimburse such Member for such amount as shall have been so paid by such Member. If the Company shall fail fully to reimburse such paying Member, the other Member shall indemnify such paying Member by paying to it that share of the excess of (a) such payments over (b) the aggregate reimbursement, if any, which such paying Member shall have received from the Company in respect of such payments, as shall be proportionate to the other Member's Percentage Interest. This Section 13.2 shall have no application to any liability incurred by the Company to a Member pursuant to any contract between the Company and such Member, including without limitation, the Long Term Supply Agreement between the Company and Harvest States referred to in Section 2.7(c) of the Joint Venture Agreement.
Reimbursement and Indemnity. (a) Emperor is entitled to charge DRD(Offshore) for all reasonable costs and expenses (including a fee charged for management time at a reasonable hourly rate for its employees) incurred by it in complying with this clause which amounts will be payable within 5 Business Days of receipt by DRD(Offshore) of a written invoice.
Reimbursement and Indemnity. Upon written demand by the Corporation, Schaden shall indemnify, hold harmless and pay the Corporation in full for any amounts that the Corporation paid to Xxxxxx under the Guaranty, and Schaden shall indemnify, hold harmless and pay the Corporation all other losses, claims, damages, fees, expenses and costs, including attorney's fees, asserted against or paid by the Corporation under the Guaranty.
Reimbursement and Indemnity. If a payment to a party under this agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST pursuant to clause 16.3.
