Expenses and Indemnity. (a) The Pledgor must pay immediately on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes: (i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral; (ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale; (iii) costs of obtaining money damages; and (iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration. (b) The Pledgor must indemnify and keep indemnified the Collateral Agent, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of: (i) this Agreement; (ii) (iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; any Event of Default;
Appears in 7 contracts
Sources: Pledge Agreement (Warp Technology Holdings Inc), Stock Pledge Agreement (Warp Technology Holdings Inc), Pledge Agreement (Warp Technology Holdings Inc)
Expenses and Indemnity. (a) The Pledgor Security Provider must pay immediately on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor Security Provider must indemnify and keep indemnified the Collateral Agent, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) (iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; any Event of Default;
Appears in 6 contracts
Sources: Security Agreement (Warp Technology Holdings Inc), Security Agreement (Warp Technology Holdings Inc), Security Agreement (Warp Technology Holdings Inc)
Expenses and Indemnity. (a) The Pledgor Grantor must pay immediately promptly on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor Grantor must indemnify and keep indemnified the Collateral Agent, the other Finance Parties Noteholders and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantor will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Grantor under this indemnity.
(d) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 2 contracts
Sources: Security Agreement (Vector Group LTD), Security Agreement (Vector Group LTD)
Expenses and Indemnity. (a) The Pledgor must pay immediately promptly on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must indemnify and keep indemnified the Collateral Agent, the other Finance Parties Noteholders and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Pledged Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.
(c) The Pledgor will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Pledgor under this indemnity.
(d) This Clause survives the initial issuance of the Notes, the repayment of the Notes, any novation, transfer or assignment of the Notes and the termination of this Agreement.
Appears in 2 contracts
Sources: Pledge Agreement (Vector Group LTD), Pledge Agreement (Vector Group LTD)
Expenses and Indemnity. (a) The Pledgor Grantors must pay immediately promptly on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor Grantors must indemnify and keep indemnified the Collateral Agent, the other Finance Parties Noteholders and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantors will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of any Grantor under this indemnity.
(d) The obligations of the Grantors under this Clause 10 (Expenses and Indemnity) are joint and several.
(e) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 2 contracts
Sources: Security Agreement (Vector Group LTD), Security Agreement (Vector Group LTD)
Expenses and Indemnity. (a) The Pledgor must pay agrees to pay, jointly and severally, immediately on demand to the Collateral Agent Lender all costs and expenses incurred by the Collateral Agent Lender or any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent Lender under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent Lender for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.;
(b) The Pledgor must indemnify agrees to indemnify, exonerate and hold, and keep indemnified the Collateral Agentand exonerated and continue to hold, the other Finance Parties Lender and their respective its affiliates, employees, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s 's fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Pledged Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s Lender's security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by Lender under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.
(c) Pledgor will not be liable to an indemnified party to the extent any liability results from that indemnified party's gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of Pledgor under this indemnity.
(d) This Clause survives the making and repayment of the Loans, any novation, transfer or assignment of the Loans and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor Grantors must pay immediately promptly on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor Grantors must indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantors will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of any Grantor under this indemnity.
(d) The obligations of the Grantors under this Clause 10 (Expenses and Indemnity) are joint and several.
(e) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor Each Security Provider must pay immediately on demand to the Collateral Agent Security Trustee all costs and expenses incurred by the Collateral Agent Security Trustee any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent Security Trustee under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent Security Trustee for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor Each Security Provider must indemnify and keep indemnified the Collateral AgentSecurity Trustee, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral AgentSecurity Trustee’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Security Trustee under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) No Security Provider will be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). Payment by an indemnified party will not be a condition precedent to the obligations of each Security Provider under this indemnity.
(d) This Clause survives the Effective Date, the making and repayment of the Loans, any novation, transfer or assignment of the Loans and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor Grantor must pay immediately promptly on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor Grantor must indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantor will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Grantor under this indemnity.
(d) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must Grantors shall pay immediately promptly on demand to the Collateral Agent all reasonable and documented costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
Such costs and expenses include: (i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
; (ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
; (iii) costs of obtaining money damages; and
and (iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must Grantors shall indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which that may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
20 (i) this Agreement;
; (ii) the Collateral; (iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; (iv) any Event of Default;; (v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or (vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantors shall not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of any Grantor under this indemnity.
(d) The obligations of the Grantors under this Clause 10 (Expenses and Indemnity) are joint and several.
(e) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must pay immediately promptly on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Pledged Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.
(c) The Pledgor will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Pledgor under this indemnity.
(d) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Vector Group LTD)
Expenses and Indemnity. (a) The Each Pledgor must pay immediately on demand to the Collateral Agent Security Trustee all costs and expenses incurred by the Collateral Agent Security Trustee any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent Security Trustee under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent Security Trustee for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Each Pledgor must indemnify and keep indemnified the Collateral AgentSecurity Trustee, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Pledged Collateral;
(iii) (iv) the Pledged Collateral; the Collateral AgentSecurity Trustee’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Security Trustee under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.
(c) No Pledgor will be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). Payment by an indemnified party will not be a condition precedent to the obligations of any Pledgor under this indemnity.
(d) This Clause survives the Effective Date, the making and repayment of the Loans, any novation, transfer or assignment of the Loans and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must Grantor shall pay immediately promptly on demand to the Collateral Agent all reasonable and documented costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
Such costs and expenses include: (i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
; (ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
; (iii) costs of obtaining money damages; and
and (iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must Grantor shall indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which that may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
: (i) this Agreement;
; (ii) the Collateral; (iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; any Event of Default;
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must Grantor will pay immediately on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must Grantor will indemnify and keep indemnified the Collateral Agent, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s 's fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) the Security Interest granted to the Collateral Agent under this Agreement;
(iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantor will not be liable to an indemnified party to the extent any liability results from that indemnified party's gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Grantor under this indemnity.
(d) This Clause survives the initial Utilization Date, the making and payment of the Murabaha Contracts or any Murabaha Contract, any novation, transfer or assignment of the Murabaha Contracts under the Finance Documents and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must pay immediately on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must indemnify and keep indemnified the Collateral Agent, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Pledged Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.
(c) The Pledgor will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Pledgor under this indemnity.
(d) This Clause survives the initial Utilization Date, the making and repayment of the Loans, any novation, transfer or assignment of the Loans and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must Grantor shall pay immediately promptly on demand to the Collateral Agent all reasonable and documented costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includesSuch costs and expenses include:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must Grantor shall indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which that may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantor shall not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Grantor under this indemnity.
(d) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must Grantors shall pay immediately promptly on demand to the Collateral Agent all reasonable and documented costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includesSuch costs and expenses include:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must Grantors shall indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which that may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Collateral.
(c) The Grantors shall not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of any Grantor under this indemnity.
(d) The obligations of the Grantors under this Clause 10 (Expenses and Indemnity) are joint and several.
(e) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Expenses and Indemnity. (a) The Pledgor must shall pay immediately promptly on demand to the Collateral Agent all reasonable and documented costs and expenses incurred by the Collateral Agent Agent, any other Finance PartyNoteholder, attorney, manager, delegate, sub-delegate, agent or other person Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includesSuch costs and expenses may include:
(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;
(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;
(iii) costs of obtaining money damages; and
(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.
(b) The Pledgor must shall indemnify and keep indemnified the Collateral Agent, the other Finance Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which that may be imposed on, incurred by or asserted against any of them by any person Person (including any Finance PartyNoteholder) in any way relating to or arising out of:
(i) this Agreement;
(ii) the Pledged Collateral;
(iii) (iv) the Pledged Collateral; the Collateral Agent’s security interest in the Pledged Collateral; ;
(iv) any Event of Default;
(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or
(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.
(c) The Pledgor shall not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Pledgor under this indemnity.
(d) This Clause survives the issuance of the Notes, the repayment of the Notes, any transfer or assignment of the Notes and the termination of this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Vector Group LTD)