Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively. (2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10. (3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 4 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition Release of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law (including Environmental Law) or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudbay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law (including Environmental Law) with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted PartyParty (including without limitation all Environmental Laws), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.8(a), 11.9 13.9 and 11.1013.10.
(3c) All amounts due under this Section 11.7 13.8 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 4 contracts
Sources: Amending Agreement (Hudbay Minerals Inc.), Amending Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(111.7(1), 11.9 11.8 and 11.1011.9.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 3 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Expenses and Indemnity. (1) All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay (i) on demand all reasonable out-of-pocket third party costs and expenses incurred by of the Agent and its AffiliatesLenders, including or any of them (including, without limitation, the reasonable fees, charges fees and disbursements expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the CreditCredits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the preparationAgent, negotiationthe Arrangers, executionthe Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and administration of communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the made Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand thereforBorrower. A certificate of a Lender or the Agent or a Lender setting forth as to the amount of any such loss or amounts expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to the Agent, Lender or it in good faith using any reasonable method and provides a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail detailed description of the basis of its calculation of the amount or amounts, owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and delivered to repayment of the Borrower shall be conclusive absent manifest errorObligations.
Appears in 3 contracts
Sources: Credit Agreement (Norske Skog Canada LTD), Credit Agreement (Norske Skog Canada LTD), Credit Agreement (Norske Skog Canada LTD)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudbay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted PartyParty (including without limitation all Environmental Laws), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.8(a), 11.9 13.9 and 11.1013.10.
(3c) All amounts due under this Section 11.7 13.8 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 3 contracts
Sources: Credit Facility Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-out- of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-of- pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-non- performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition Release of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law (including Environmental Law) or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudbay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law (including Environmental Law) with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted PartyParty (including without limitation all Environmental Laws), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.8(a), 11.9 13.9 and 11.1013.10.
(3c) All amounts due under this Section 11.7 13.8 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Hudbay Minerals Inc.), Credit Agreement (Hudbay Minerals Inc.)
Expenses and Indemnity. (1) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the CreditCredits, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the their provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby by them are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder under an L/C and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunderAdvances, including all such out-of-pocket expenses those incurred during any workout, restructuring or negotiations in respect of such Advancesthe Obligations but excluding any expenses incurred in connection with the assignment or participation of an interest in the Credits following the initial Advance under this Agreement. No Lender shallWithout limiting the foregoing, however, be entitled to be reimbursed for fees, charges and disbursements of the Borrowers shall promptly pay all invoices issued by legal counsel to advise it separately from counsel advising the Agent and/or and the Lenders collectivelyAgent may debit any account maintained by the Borrowers with it to pay invoices.
(2) The Borrower Borrowers shall indemnify the Agent (and any its sub-agent thereofagents), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being of whom is called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Obligor or by any Restricted Party other Person (except an Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyby it, the performance or non-performance by the parties hereto Parties of their respective obligations hereunder or thereunder under any Loan Document or the consummation or non-consummation of the transactions contemplated hereby or therebyby the Loan Documents, (ii) any Advance or the use or proposed use of the its proceeds therefrom (including any refusal by an the Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such the demand do not strictly comply with the terms of such the L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) Hazardous Material on or from any Property owned or operated by any Restricted PartyObligor, or any related remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted PartyObligor (including the assertion of any Lien under Applicable Law), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party theretoto it, provided that such the indemnity shall not, as to any Indemnitee, be available to the extent that such its losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the its gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower Borrowers or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such that Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such that claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 9.19, 9.20 and 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 11.8 shall be payable promptly after demand therefordemand. A certificate of the Agent or a Lender setting forth specifying the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Waste Management Inc), Credit Agreement (Waste Management Inc)
Expenses and Indemnity. (1) The Borrower shall Each Subsidiary Guarantor, jointly and severally, agrees to pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates, or any Lender (including the reasonable fees, charges and disbursements of any counsel for the Agent, any such Person) in connection with the syndication enforcement, attempted enforcement, or preservation of the Credit, the preparation, negotiation, execution, delivery and administration of any rights or remedies under this Agreement and or the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket costs and expenses incurred during any “workout, ” or restructuring or negotiations in respect of such Advancesthe Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law). No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements Without limitation of counsel to advise it separately from counsel advising any other obligations of any Subsidiary Guarantor or remedies of the Administrative Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and or any sub-agent thereof)Guaranteed Party under this Agreement, each LenderSubsidiary Guarantor, jointly and severally, agrees to indemnify each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") Indemnitee against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including any Borrower or by any Restricted Party Subsidiary Guarantor), other than such Indemnitee and its Related Parties, arising out of, in connection with, with or as a result of (i) any failure of any Guaranteed Liabilities to be the execution legal, valid and binding obligations of any Borrower or delivery any Subsidiary Guarantor enforceable against such Borrower or such Subsidiary Guarantor in accordance with their terms. The obligations of each Subsidiary Guarantor under this paragraph shall survive the payment in full of the Guaranteed Liabilities and termination of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Aptargroup Inc), Credit Agreement (Aptargroup Inc)
Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 13.7, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any ii)any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an the Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyMaverix Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted Maverix Group Member Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.7(a), 11.9 13.8 and 11.1013.9.
(3c) All amounts due under this Section 11.7 13.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this SectionSection 13.7 , including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1) 9.9.1 The Borrower shall pay supply all statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders or the Administrative Agent pursuant to this Agreement without cost to any Lender or to the Administrative Agent.
9.9.2 The Borrower shall reimburse and indemnify the Administrative Agent (ifor itself and on behalf of the Lenders) and the other Agents, on demand, all reasonable of the legal fees and disbursements (and tax on goods and services in respect thereof) of Arrangers' Counsel and costs and other out-of-pocket expenses (and tax on goods and services in respect thereof) reasonably incurred by from time to time in connection with (i) the due diligence, negotiation, preparation and execution of this Agreement and any other documents referred to herein or contemplated hereby, (ii) the negotiation, preparation and execution of all waivers, amendments and variations in relation to this Agreement and any other documents referred to herein or contemplated hereby, (iii) the operation and interpretation of this Agreement and any agreement among the Lenders and the Administrative Agent concerning their respective rights, remedies, duties and its Affiliatesresponsibilities, including and (iv) the reasonable feessyndication or arrangement of the Credit and publicity, charges advertising and disbursements of counsel for the Agent, signing in connection with the syndication Credit. In addition, the Borrower agrees to pay on demand all of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers legal fees of the provisions hereof or thereof (whether or not Administrative Agent and each of the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges Lenders and disbursements of counsel, and costs and expenses (and tax on goods and services in respect thereof) reasonably incurred in connection with the enforcement of, or protection the preservation of its any rights in connection with under, this Agreement and the preservation, enforcement and realization of any other Loan Documentsdocuments referred to herein or contemplated hereby. In addition, including its rights under this Sectionthe Borrower shall pay or indemnify the Administrative Agent and the Lenders against any and all stamp, or registration and similar taxes which may be payable in connection with the Advances made hereunderentry into, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect the performance of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery enforcement of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1) The Borrower shall Each Person, except the Lender, executing this Agreement will upon demand pay (i) to the Lender the amount of any and all reasonable out-of-pocket expenses incurred by the Agent and its Affiliatesexpenses, including the reasonable feesfees and expenses of its counsel and of any experts and agents, charges and disbursements of counsel for the Agent, which it may incur in connection with the syndication of the Credit, with
(a) the preparation, negotiation, execution, delivery and or administration of this Agreement and the other Loan Documents Agreement, or any amendments, modifications or waivers proposed amendments, hereto,
(b) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral,
(c) the exercise or enforcement of any of its rights or responsibilities hereunder, or
(d) the failure by each Person, except the Lender, executing this Agreement to perform or observe any of the provisions hereof or thereof (whether or not hereof. In addition, each Person, except the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with executing this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled agrees to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") againstindemnify, and hold each Indemnitee harmless fromharmless, the Lender, on demand, from and against any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, reasonable costs (including the allocated costs to it of in-house legal services) and fees, charges and expenses or disbursements of any counsel for any Indemniteekind or nature whatsoever which may be imposed on, incurred by any Indemnitee by, or asserted against it in any Indemnitee by any third party way relating to or by any Restricted Party arising out ofof this Agreement or any action taken or omitted by it under this Agreement, in connection withprovided that no such Person shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, expenses or as a result of (i) disbursements resulting from the execution Lender's gross negligence, willful misconduct or delivery bad faith. Any amounts payable under this Section 5.2, and any other amounts that become Obligations pursuant to any provision of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, shall bear interest from the performance or non-performance date such amounts shall be paid by the parties hereto of their respective obligations hereunder or thereunder or Lender at the consummation or non-consummation of Default Rate provided in the transactions contemplated hereby or therebyLoan Agreement on demand, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken shall constitute additional Obligations secured by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10Collateral.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1) All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Administrative Agent, or any of them, by the Fund, the Borrower or any Restricted Subsidiary under this Agreement shall be supplied without cost to the Lenders, the Administrative Agent, or any of them. The Borrower shall pay (i) on demand all reasonable out-of-out of pocket costs, fees and expenses incurred by of the Administrative Agent and its Affiliatesthe Lenders (including, including the without limitation, reasonable fees, charges fees and disbursements expenses of counsel for the Agent, Administrative Agent and the Lenders) incurred in connection with the syndication of the Credit, (i) the preparation, negotiation, documentation, execution, delivery and administration of this Agreement and the other Loan Documents delivery, administration, periodic review, modification or any amendments, modifications or waivers amendment of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), Credit Documents; (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank enforcement of the Credit Documents; (iii) obtaining advice as to their rights and responsibilities in connection with the issuanceCredit and the Credit Documents; (iv) reviewing, amendmentinspecting and appraising the Property of the Fund, renewal the Borrower and the Restricted Subsidiaries at reasonable intervals as provided for herein; and (v) other matters relating to the Credit, the Fund, the Borrower and any Restricted Subsidiary. Such costs, fees and expenses shall be payable whether or extension not an Advance is made under this Agreement. The Borrower hereby indemnifies and agrees to indemnify, defend and hold harmless each of the Lenders, the Administrative Agent, their directors, officers, affiliates, employees, agents and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, losses, costs, expenses (including without limitation legal or other expenses), damages, claims or liabilities incurred by any Indemnified Party, with respect to any Advance to the Borrower hereunder whether before, during or after any period that such Advance is outstanding including, without limitation, any loss of profits, commissions or fees anticipated hereunder, and any expense or costs incurred in the liquidation and re-deployment of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred funds required by the Agent Lenders to fund or maintain any Lender, including the reasonable fees, charges and disbursements portion of counselsuch Advance hereunder, in connection all cases as a result of:
(a) the failure of the Borrower to borrow or make repayments on the dates required hereunder or in accordance with the enforcement terms specified by the Borrower pursuant to any oral instructions or protection written notices provided to the Administrative Agent;
(b) the repayment, prepayment or Conversion (whether by acceleration or otherwise) of its rights a LIBOR Advance or an Advance by way of Bankers' Acceptance or a BA Equivalent Advance by the Borrower on a date other than the maturity date thereof;
(c) the failure by the Borrower to give any notice required to be given by it to the Administrative Agent pursuant to the provisions of this Agreement;
(d) the failure of the Borrower to effect any payment, repayment, prepayment or Conversion arising from the circumstances referred to in connection with this Agreement and Section 13.14; or
(e) the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect occurrence of such Advances. No Lender shallan Event of Default; provided, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower that this indemnity shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party not apply in respect of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred which is caused by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Lenders. Whenever any such Indemnitee claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or (y) result from an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim brought by promptly shall not adversely affect the Borrower Indemnified Party's rights to indemnity hereunder. The Indemnified Party shall not settle or compromise any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall third party for which it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due is entitled to indemnification under this Section 11.7 13.12, without the prior written consent of the Borrower. The Borrower at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defence of any such claim or any legal proceeding resulting therefrom. The Indemnified Party shall be payable promptly after demand thereforentitled to participate in (but not control) the defence of any such action, with its own counsel and at its own expense. A certificate If the Borrower does not assume the defence of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate and at the expense of the Agent Borrower, including, but not limited to, settling such claim or a Lender setting forth litigation, after giving notice of the amount or amounts owing same to the Agent, Lender or a sub-agent or Related Party, as the Borrower. In such case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest errorentitled to participate in (but not control) the defence of such action, with its own counsel and at its own expense. This Section 13.12 shall survive the termination of this Agreement and repayment of the Obligations owing by the Borrower to the Lenders.
Appears in 1 contract
Expenses and Indemnity. (1a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower Borrowers shall jointly and severally indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudBay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by either of the Borrower Borrowers or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.8(a), 11.9 13.9 and 11.1013.10.
(3c) All amounts due under this Section 11.7 13.8 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1) All statements, reports, certificates, opinions, and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Borrower or any Guarantor under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay (i) on demand all reasonable out-of-pocket third party costs and expenses incurred by of the Agent and its AffiliatesLenders, including or any of them (including, without limitation, the reasonable fees, charges fees and disbursements expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the syndication Credits and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the CreditSecurity at reasonable intervals; and (iv) other matters relating to the Credits, excluding any assignment or participation of an interest in the Credits following the initial Advance under this Agreement. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the preparationAgent, negotiationand each of them, executionagainst any liability, delivery obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by the Borrower which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that it has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) any breach by the Borrower of its representations and administration of covenants in this Agreement relating to Hazardous Materials and other environmental matters, (v) any other default by the Borrower hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the made Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand thereforBorrower. A certificate of a Lender or the Agent or a Lender setting forth as to the amount of any such loss or amounts expense shall be prima-facie evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to the Agent, Lender or it in good faith using any reasonable method and provides a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail detailed description of the basis of its calculation of the amount or amounts, owing to it. The agreements in this Section shall survive the termination of this Agreement and delivered to repayment of the Borrower shall be conclusive absent manifest errorObligations.
Appears in 1 contract
Expenses and Indemnity. (1a) The Borrower parties hereto agree that the European Agent shall pay (i) all reasonable out-of-pocket be entitled to reimbursement of its expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, hereunder as provided in connection with the syndication Section 9.03 of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof Revolving Credit Agreement;
(whether or not the transactions contemplated hereby or thereby are consummated), (iib) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection Without limitation of its rights in connection with this Agreement and indemnification obligations under the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled Chargor agrees to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the European Agent and the other Indemnitees (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any as defined in Section 9.03 of the foregoing Persons (each such Person being called an "Indemnitee"Revolving Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) of, the execution execution, delivery or delivery performance of this Agreement, any other Loan Document Debenture or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing or to the Secured Assets, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether not any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or Indemnitee;
(yc) result from a claim brought Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the Borrower other Security Documents. The provisions of this Clause 24 shall remain operative and in full force and effect regardless of the termination of this Debenture or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Debenture or any other Loan Document, or any investigation made by or on such claim as determined by a court behalf of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) the European Agent or any other Secured Party. All amounts due under this Section 11.7 Clause 24 shall be payable promptly after on written demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest errortherfor.
Appears in 1 contract
Expenses and Indemnity. Should any action, claim, suit or proceeding be brought to enforce or interpret any part of this Note, the Issuer agrees to indemnity and hold harmless the Holder from and against (1and will reimburse each Indemnified Party as the same are incurred for) The Borrower shall pay (i) any and all claims, damages, losses, liabilities and reasonable and documented out-of-pocket expenses incurred by (in the Agent case of fees, disbursements and its Affiliatesother charges of counsel, including limited to the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel for all Indemnified Parties, taken as a whole, and if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions that may be incurred by or awarded against any Indemnified Party, in each case to the Agentextent arising out of or in connection with (including, without limitation, in connection with the syndication any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Credit, the preparation, negotiation, execution, delivery and administration of transactions herein or (b) this Agreement and the other Loan Documents Note or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection use made with the issuanceproceeds thereof, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of except the foregoing Persons (each such Person being called an "Indemnitee") againstindemnity will not, and hold each Indemnitee harmless fromas to any Indemnified Party, any and all losses, apply to claims, damages, losses, liabilities and or related expenses, including expenses to the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of extent (i) the execution such claim, damage, loss, liability or delivery expense is found in a final, non-appealable judgment by a court of this Agreement, any other Loan Document competent jurisdiction to have resulted from (A) such Indemnified Party’s or any agreement of its Related Persons’ (as defined below) gross negligence, bad faith or instrument contemplated hereby willful misconduct or thereby, (B) the performance material breach by such Indemnified Party or non-performance by the parties hereto any of their respective its Related Persons of its obligations hereunder under this Note; or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance settlement is entered into by such Indemnified Party (or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)Indemnified Party’s Related Persons) without Issuer’s prior written consent (such consent not to be unreasonably withheld, (iiiconditioned or delayed) but if there is a final, non-appealable judgment of a court of competent jurisdiction for the plaintiff in any actual such proceeding, or alleged presence or releaseIssuer consents to such settlement, spill, leakage, emission, deposit, discharge, leaching, migration or disposition Issuer agrees to indemnify and hold harmless such Indemnified Party in the manner set forth above. In the case of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (any of the foregoing, a “Proceeding”) to which the indemnity in this paragraph applies, such indemnity shall be effective whether based on contractor not such Proceeding is brought by Issuer, tort Issuer’s equity holders or creditors, affiliates or equity holders, any other theoryperson, or an Indemnified Party (subject to (ii) above), whether brought by a third party or by a Restricted not an Indemnified Party and regardless of whether any Indemnitee is otherwise a party thereto. For purposes hereof, provided that such indemnity shall nota “Related Person” of an Indemnified Party means (a) any controlling person, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities controlled affiliate or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct subsidiary of such Indemnitee Indemnified Party, (b) the respective directors, officers or (y) result from a claim brought by the Borrower employees of such Indemnified Party, or any other Restricted Party against an Indemnitee for breach in bad faith of its subsidiaries, controlled affiliates or controlling persons and (c) the respective agents and advisors of such Indemnitee's obligations hereunder Indemnified Party or under any other Loan Documentof its subsidiaries, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10controlled affiliates or controlling persons.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1) The Borrower IMG shall pay or cause one or more other Obligors to pay (i) all reasonable out-of-pocket expenses incurred by the Agent Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentLender, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower IMG shall indemnify or cause one or more other Obligors to indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank the Lender to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower IMG or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(19.6(1), 11.9 9.7 and 11.109.8.
(3) All amounts due under this Section 11.7 9.6 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower IMG shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyObligor, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted PartyObligor, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(111.7(1), 11.9 11.8 and 11.1011.9.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Expenses and Indemnity. (1a) The Borrower shall Grantors will upon demand jointly and severally pay (i) to the Agent and any local counsel the amount of any and all reasonable fees and out-of-pocket expenses incurred by the Agent and its Affiliatesexpenses, including the reasonable fees, charges fees and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by disbursements of its external counsel and of any Issuing Bank experts and agents, which the Agent and any local counsel may incur in connection herewith, including without limitation in connection with (i) the issuanceadministration of this Security Agreement, amendment(ii) the custody, renewal preservation, use or extension operation of, or the sale of, collection from, or other realization upon, any of any L/C or any demand for payment thereunder and the Collateral, (iii) all reasonable out-of-pocket expenses incurred by the Agent exercise or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, rights of the Agent and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any local counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted PartySecured Parties hereunder, or (iv) any actual the failure by such Grantor to perform or prospective claim, litigation, investigation or proceeding relating to observe any of the foregoingprovisions hereof.
(b) The Grantors hereby jointly and severally indemnify and hold harmless the Agent, whether based on contracteach Secured Party and each of their respective officers, tort directors, employees and agents (the “Indemnified Parties”) from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee Transaction Document to which it is a party thereto(including, provided that such indemnity shall notwithout limitation, as to enforcement of this Security Agreement), except claims, losses or liabilities resulting from any IndemniteeIndemnified Party’s gross negligence, be available willful misconduct or unlawful acts; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and to the extent that such lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses (x) are determined by a court each Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate each of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest errorforegoing which is permissible under Applicable Law.
Appears in 1 contract
Sources: Security Agreement (Integrated Environmental Technologies, Ltd.)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), ) and (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 13.7, or in connection with the Advances made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyObligor, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted PartyObligor, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.7(a), 11.9 13.8 and 11.1013.9.
(3c) All amounts due under this Section 11.7 13.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this SectionSection 13.7, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Metalla Royalty & Streaming Ltd.)
Expenses and Indemnity. (1) The Borrower shall pay (i) or reimburse all reasonable out-of-pocket costs and expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, Bridge Facility and with the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by Bridge Documentation and any Issuing Bank security arrangements in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lendertherewith, including without limitation, the reasonable fees, charges fees and disbursements of counsel, as more fully stated in and in accordance with the Commitment Letter. The Borrower shall also pay all costs and expenses of the Administrative Agent, the Bridge Lenders and their respective affiliates (including, without limitation, reasonable fees and disbursements of counsel) incurred in connection with the administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of, and enforcement or protection of any of its rights in connection with this Agreement and remedies under, the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such AdvancesBridge Documentation. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall will indemnify the Bridge Lenders, the Lead Arrangers, the Administrative Agent and their respective affiliates (and any sub-agent thereof)including, each Lenderwithout limitation, each co-lead arranger (if applicablecontrolling persons) and each Related Party director, officer, employee, advisor, agent, affiliate, successor, partner, representative and assign of any each of the foregoing Persons (each such Person being called an "Indemnitee"“Indemnified Person”) against, and hold each Indemnitee them harmless from, from and against any and all lossesactions, suits, investigation, inquiry, claims, losses, damages, liabilities and related expensesliabilities, including the fees, charges and disbursements expenses or proceedings of any counsel for any Indemnitee, kind or nature whatsoever which may be incurred by any Indemnitee or asserted against or involve any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or such Indemnified Person as a result of (i) the execution or delivery arising out of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way related to or resulting from the Bridge Facility, the use of proceeds thereof, the Transactions or the other transactions contemplated thereby (regardless of whether any Restricted Party, such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contracta “Proceeding”); provided, tort however, that no Indemnified Person will be indemnified for costs, expenses or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available liabilities to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and non-appealable judgment to have resulted been incurred solely from the gross negligence or wilful willful misconduct of such Indemnitee Indemnified Person. The Borrower’s indemnity and reimbursement obligations shall be effective, whether or (y) result from a claim not such Proceeding is brought by the Borrower Borrower, Holdings, any of your or their respective securityholders or creditors, an Indemnified Person or any other Restricted Party against person, or an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained Indemnified Person is otherwise a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10party thereto.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Commitment Letter (Consolidated Communications Holdings, Inc.)
Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the CreditCredits, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the their provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby by them are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunderAdvances, including all such out-of-pocket expenses those incurred during any workout, restructuring or negotiations in respect of such Advancesthe Obligations. No Lender shallWithout limiting the foregoing, however, be entitled to be reimbursed for fees, charges and disbursements of the Borrower shall promptly pay all invoices issued by legal counsel to advise it separately from counsel advising the Agent and/or any Lender, as applicable, and any of them may (with the Lenders collectivelyexpress prior consent of the Borrower) debit any account maintained by the Borrower with them to pay invoices.
(2) The Borrower shall indemnify the Agent (and any its sub-agent thereofagents), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being of whom is called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Obligor or by any Restricted Party other Person (except an Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyby it, the performance or non-performance by the parties hereto Parties of their respective obligations hereunder or thereunder under any Loan Document or the consummation or non-consummation of the transactions contemplated hereby or therebyby the Loan Documents, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)its proceeds, (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) Hazardous Material on or from any Property owned or operated by any Restricted PartyObligor, or any related remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted PartyObligor (including the assertion of any Lien under Applicable Law), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party theretoto it, provided that such the indemnity shall not, as to any Indemnitee, be available to the extent that such its losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the its gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such that Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such that claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(19.16, 9.17 and 11.5(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 11.5 shall be payable promptly after demand therefordemand. A certificate of the Agent or a Lender setting forth specifying the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Expenses and Indemnity. (1a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower Borrowers shall jointly and severally indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudbay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted PartyParty (including without limitation all Environmental Laws), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by either of the Borrower Borrowers or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.8(a), 11.9 13.9 and 11.1013.10.
(3c) All amounts due under this Section 11.7 13.8 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. Operating Borrower, Real Estate Holding Company, Guarantor and each Project Borrower shall, jointly and severally, (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the indemnify, defend and hold harmless Administrative Agent and its the Lenders and their Affiliates, including the reasonable feesand their officers, charges directors, employees, advisors and disbursements of counsel for the Agentagents (each, in connection with the syndication of the Creditan “Indemnitee”) for, the preparation, negotiation, execution, delivery from and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, damages and liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by to any third party or by to which any Restricted Party such Indemnitee may become subject arising out of, of or in connection with, or as a result of (i) the execution or delivery of with this Agreement, any the other Loan Document or any agreement or instrument contemplated hereby or therebyDocuments, the performance or non-performance by Commitment (and the parties hereto of their respective obligations hereunder or thereunder or syndication thereof), the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, thereof or any remedial action taken by the Agent or Lender with respect thereto related transaction or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided and to reimburse each Indemnitee upon demand for any expenses incurred in connection with investigating or defending any of the foregoing (including, without limitation, reasonable legal expenses); provided, however, that such the foregoing indemnity shall obligations will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities or related expenses (x) to the extent they are determined found by a court of competent jurisdiction by final and final, non-appealable judgment of a court to have resulted from the willful misconduct or gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder , and (b) reimburse Administrative Agent, on demand for documentation expenses and all other out-of-pocket expenses (including due diligence expenses, appraisals, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Commitment (and the syndication thereof) and the Loan Documents, or under incurred in connection with the administration, amendment, modification, waiver or enforcement thereof. Administrative Agent and Lenders acknowledge and agree that Borrower shall not be required to reimburse Lenders (and their respective Affiliates) for any other Loan Documentcosts, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent fees or a Lender setting forth the amount or amounts owing expenses prior to the Agentoccurrence of an Event of Default; provided, Lender or a sub-agent or Related Partyhowever, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest errorliable for such reimbursements after the occurrence of an Event of Default.
Appears in 1 contract
Sources: Borrowing Base Revolving Line of Credit Agreement (Industrial Income Trust Inc.)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), ) and (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counselcounsel (subject to one counsel to the Agent in each relevant jurisdiction), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 13.7, or in connection with the Advances made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-non- performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, or (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyObligor, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted Obligor Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.7(a), 11.9 13.8 and 11.1013.9.
(3c) All amounts due under this Section 11.7 13.7 shall be payable promptly (by no later than 14 days) after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this SectionSection 13.7, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Facility (Vox Royalty Corp.)
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent Agent, the Lenders and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentAgent and the Lenders, any independent engineering consultant and any other person engaged by the Agent and the Lenders (with the approval of the Borrower if a Default does not then exist), in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), ) and (ii) without duplicationunless otherwise ordered by a final and non-appealable judgment of a court of competent jurisdiction, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by the Agent or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances Advance made hereunder, including all such {00200167.1} documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectivelyObligations.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof)Agent, each Lender, each co-lead arranger (if applicable) the Lenders and each Related Party of any of the foregoing Persons thereto (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any a third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-non- consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) Hazardous Material on or from any Property property owned or operated by any Restricted PartyBorrower, or any remedial action taken by the Agent or Lender with respect thereto thereto, or any breach of Applicable Law with respect thereto that is related in any way to the Borrower (including the assertion of any Restricted PartyLien under Applicable Law), or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort delict or any other theory, whether brought by a third party or by a Restricted Party the Borrower and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct intentional fault of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party Borrower has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10. .
(3c) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth specifying the amount or amounts owing to the Agent, Lender it or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest errorprima facie evidence of the amount or amounts owing.
Appears in 1 contract
Sources: Credit Agreement
Expenses and Indemnity. (1a) The Borrower shall pay (i) and the Guarantor shall, jointly and severally, reimburse the Lender and Collateral Agent on demand for all reasonable documented out-of-pocket costs, expenses, and fees (including expenses and fees of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and such other special or local counsel) incurred by the Lender or Collateral Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of transactions contemplated hereby including the Credit, the preparation, negotiation, executiondocumentation, delivery and administration execution of this Agreement and the other Loan Documents and the enforcement of the Lender’s and Collateral Agent’s rights hereunder and thereunder.
(b) The Borrower and the Guarantor, jointly and severally agree to indemnify and hold harmless the Lender, Collateral Agent and each of their respective Related Parties (each, an “Indemnified Party”) from and against, any and all claims, damages, losses, liabilities, and related expenses (including the fees
(c) Each of the Borrower and the Guarantor agrees, to the fullest extent permitted by Applicable Law, not to assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, or punitive damages (including, without limitation, any loss of profits or anticipated savings), as opposed to actual or direct damages, resulting from this Agreement or the Loan Documents or arising out of such Indemnified Party’s activities in connection herewith or therewith (whether before or after the date of this Agreement).
(d) All amounts due under Section shall be payable not later than five (5) Business Days after demand is made for payment by the Lender.
(e) The Borrower and the Guarantor each agrees that it will not settle, compromise, or consent to the entry of any amendmentsjudgment in any pending or threatened claim, modifications action, or waivers proceeding in respect of the provisions hereof which indemnification or thereof contribution could be sought under this Section (whether or not any Indemnified Party is an actual or potential party to such claim, action, or proceeding) without the transactions contemplated hereby prior written consent of the applicable Indemnified Party, unless such settlement, compromise, or thereby are consummated)consent includes an unconditional release of each Indemnified Party from all liability in any way related to or arising out of such claim, action or proceeding and (ii) without duplicationdoes not impose any actual or potential liability upon any Indemnified Party and does not contain any factual or legal admission by or with respect to any Indemnified Party or any adverse statement with respect to the character, all reasonable out-of-pocket expenses incurred professionalism, due care, loyalty, expertise or reputation of any Indemnified Party or any action or inaction by any Issuing Bank in connection with Indemnified Party.
(f) This Section 9.9 shall survive the issuancerepayment of the Loan, amendment, renewal or extension the termination of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Sectionand any foreclose under, or in connection with the Advances made hereundermodification, including release or discharge of, any or all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10Documents.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Loan and Security Agreement (Applied Digital Corp.)
Expenses and Indemnity. (1a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower Borrowers shall jointly and severally indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudBay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by either of the Borrower Borrowers or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.7(a), 11.9 13.8 and 11.1013.9.
(3c) All amounts due under this Section 11.7 13.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Expenses and Indemnity. Operating Borrower and each Project Borrower shall, jointly and severally, (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the indemnify, defend and hold harmless Administrative Agent and its the Lenders, and their respective Affiliates, including the reasonable feesand their respective officers, charges directors, employees, advisors and disbursements of counsel for the Agentagents (each, in connection with the syndication of the Creditan “Indemnitee”) for, the preparation, negotiation, execution, delivery from and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, against any and all losses, claims, damages, damages and liabilities and related expenses, including the fees, charges and disbursements of to which any counsel for any Indemnitee, incurred by any such Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party may become subject arising out of, of or in connection with, or as a result of (i) the execution or delivery of with this Agreement, any the other Loan Document or any agreement or instrument contemplated hereby or therebyDocuments, the performance or non-performance by Commitment (and the parties hereto of their respective obligations hereunder or thereunder or syndication thereof), the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, thereof or any remedial action taken by the Agent or Lender with respect thereto related transaction or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided and to reimburse each Indemnitee upon demand for any third party expenses incurred in connection with investigating or defending any of the foregoing (including, without limitation, reasonable legal expenses); provided, however, that such the foregoing indemnity shall obligations will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities or related expenses (x) to the extent they are determined found by a court of competent jurisdiction by final and final, non-appealable judgment of a court to have resulted arise from the willful misconduct or gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to (b) reimburse Administrative Agent and the Borrower shall be conclusive absent manifest errorLenders, and their respective Affiliates, on demand for all out-of-pocket expenses (including due diligence expenses, appraisals, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Commitment (and the syndication thereof) and the Loan Documents, or incurred in connection with the amendment, modification, waiver or enforcement thereof.
Appears in 1 contract
Sources: Borrowing Base Revolving Line of Credit Agreement (Cole Credit Property Trust III, Inc.)
Expenses and Indemnity. (1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the CreditCredits, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the their provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby by them are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunderAdvances, including all such out-of-pocket expenses those incurred during any workout, restructuring or negotiations in respect of such Advancesthe Obligations. No Lender shallWithout limiting the foregoing, however, be entitled to be reimbursed for fees, charges and disbursements of the Borrower shall promptly pay all invoices issued by legal counsel to advise it separately from counsel advising the Agent and/or any Lender, as applicable, and any of them may (with the Lenders collectivelyexpress prior consent of the Borrower) debit any account maintained by the Borrower with them to pay invoices.
(2) The Borrower shall indemnify the Agent (and any its sub-agent thereofagents), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being of whom is called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Obligor or by any Restricted Party other Person (except an Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyby it, the performance or non-performance by the parties hereto Parties of their respective obligations hereunder or thereunder under any Loan Document or the consummation or non-consummation of the transactions contemplated hereby or therebyby the Loan Documents, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)its proceeds, (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) Hazardous Material on or from any Property owned or operated by any Restricted PartyObligor, or any related remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted PartyObligor (including the assertion of any Lien under Applicable Law), or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party theretoto it, provided that such the indemnity shall not, as to any Indemnitee, be available to the extent that such its losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the its gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such that Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such that claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(19.15, 9.16 and 11.5(1), 11.9 and 11.10.
(3) All amounts due under this Section 11.7 11.5 shall be payable promptly after demand therefordemand. A certificate of the Agent or a Lender setting forth specifying the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Expenses and Indemnity. (1) The Borrower shall pay (i) Each Debtor agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by of the Agent Collateral Trustee in connection with the preparation, execution, delivery, administration, modification, and its Affiliatesamendment of the Security Documents and the other documents to be delivered thereunder, including the reasonable fees, charges fees and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection of counsel for the Collateral Trustee with respect thereto and with respect to advising the issuanceCollateral Trustee as to its rights and responsibilities under the Security Documents, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iiiii) each Debtor agrees to pay on demand all costs and expenses, if any (including reasonable outcounsel fees and expenses, which may include allocated costs of in-of-pocket expenses incurred by house counsel), of the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, Collateral Trustee in connection with the enforcement of the Security Documents (whether before or protection after the occurrence of an Event of Default and whether through negotiations (including formal workouts or restructurings), legal proceedings or otherwise).
(b) Each Debtor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Collateral Trustee and its rights directors, officers, agents, and employees (the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable fees and disbursements of counsel) of any kind or nature whatsoever for which any of them may become liable or which may be incurred by or asserted against any of the Indemnified Parties, in each case in connection with this Agreement and or arising out of or by reason of any investigation, litigation, or proceeding, whether or not any of the other Loan DocumentsIndemnified Parties is a party thereto, including its rights under this Sectionarising out of, related to, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Security Document or any agreement or instrument contemplated hereby or therebytransaction related thereto (EXPRESSLY INCLUDING ANY SUCH CLAIM, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or therebyDAMAGE, LOSS, LIABILITY, OR EXPENSE ATTRIBUTABLE TO THE ORDINARY, SOLE, OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, OR EXPENSE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS PARAGRAPH (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/Cb), (iii) any actual or alleged presence or releaseBE INDEMNIFIED FOR ITS OWN ORDINARY, spillSOLE, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(1), 11.9 and 11.10OR CONTRIBUTORY NEGLIGENCE.
(3) All amounts due under this Section 11.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Collateral Trust Agreement (Williams Companies Inc)
Expenses and Indemnity. (1a) The Borrower Chargor shall on demand pay to or reimburse the Security Agent or a Receiver and (if applicable) any of its nominees on a full indemnity basis all commissions, costs (including legal costs), charges and expenses (including VAT that is not recoverable by the Security Agent by repayment or credit) reasonably incurred by the Security Agent or any Receiver or its nominees in connection with:
(i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery execution and administration perfection of this Agreement Deed and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), Collateral;
(ii) without duplicationstamp duty, all reasonable out-of-pocket expenses incurred by any Issuing Bank registration and other similar Taxes payable in connection with respect of this Deed and the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and Collateral; and
(iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lenderpreservation, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, attempted preservation or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) and each Related Party enforcement of any of the foregoing Persons Secured Parties’ rights under this Deed whether incurred as a result of any act or omission by, or proceedings involving, the Chargor or any third party, including where such amount was incurred by the Security Agent or its nominees as holder(s) of the Collateral or any interest in the Collateral, together with interest on the amount payable at the rate calculated in accordance with the relevant Secured Document from the date of payment until the date of repayment.
(each such Person being called an "Indemnitee"b) against, and hold each Indemnitee harmless from, any and The Chargor shall on demand fully indemnify the Security Agent or a Receiver against all losses, actions, claims, damagescosts (including legal costs), expenses, proceedings, liabilities and related expensesexpenditure (including VAT that is not recoverable by the Security Agent by repayment or credit) which the Security Agent or a Receiver may suffer, including the feespay or incur, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out ofacting reasonably, in connection with:
(i) any failure by the Chargor to comply with obligations under this clause 9.1;
(ii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent by the Finance Documents or by law;
(iii) any default by the Chargor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or
(iv) any payment or discharge in respect of the Secured Amounts (whether made by the Chargor or a third person) being impeached or declared void for any reason whatsoever, which otherwise relates to any of the Collateral or the performance of the terms of the Finance Documents (otherwise than as a result of (i) the execution or delivery of this Agreementits fraud, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substance, pollutant, contaminant or toxic or dangerous waste, substance or material as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted Party, or any remedial action taken by the Agent or Lender with respect thereto or any breach of Applicable Law with respect thereto that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee misconduct).
(c) Where VAT is included in the sum reimbursed or (y) result from a claim brought indemnified by the Borrower or any other Restricted Party against Chargor pursuant to paragraph (a) and (b) above the Security Agent shall provide the Chargor with an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available appropriate tax invoice in respect of matters specifically addressed in Sections 11.8(1)the relevant sum, 11.9 and 11.10naming the Chargor as recipient of the relevant sum.
(3d) All amounts due The Chargor agrees that the Security Agent cannot be held responsible for any loss suffered as a result of exercise of or failure to exercise the Security Agent’s rights under this Section 11.7 shall be payable promptly after demand therefor. A certificate Deed, except in the case of fraud, gross negligence or wilful default of the Agent or a Lender setting forth the amount or amounts owing to the Security Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Security Agreement (Meituan)
Expenses and Indemnity. (1a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower Borrowers shall jointly and severally indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyHudbay Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by either of the Borrower Borrowers or any other Restricted Party against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.8(a), 11.9 13.9 and 11.1013.10.
(3c) All amounts due under this Section 11.7 13.8 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower Borrowers shall be conclusive absent manifest error.
Appears in 1 contract
Expenses and Indemnity. (1a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent Agent, its Affiliates and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the Credit, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are consummated), (ii) without duplication, all reasonable out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 13.7, or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances. No Lender shall, however, be entitled to be reimbursed for fees, charges and disbursements of counsel to advise it separately from counsel advising the Agent and/or the Lenders collectively.
(2b) The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, each co-lead arranger (if applicable) Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claimsClaims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel or expert consultation for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Restricted Party Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honour a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release, spill, leakage, emission, deposit, discharge, leaching, migration or disposition of any hazardous substanceHazardous Materials in, pollutanton, contaminant under or toxic or dangerous waste, substance or material from any real property as defined in or regulated by any Applicable Law or Governmental Authority from time to time (including friable asbestos and poly-chlorinated biphenals) on or from any Property owned or operated by any Restricted PartyMaverix Group Member, or any remedial remedial, rehabilitation or other restoration action taken by the Agent or Lender with respect thereto or any actual or alleged breach of Applicable Law with respect thereto to environmental or natural resource matters or human health that is related in any way to any Restricted PartyMaverix Group Member, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Restricted Party an Obligor and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, fines, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Restricted Party Obligor against an Indemnitee for breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Loan Document, if the Restricted Party Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Sections 11.8(113.7(a), 11.9 13.8 and 11.1013.9.
(3c) All amounts due under this Section 11.7 13.7 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this SectionSection 13.7, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.
Appears in 1 contract