Expenses; Indemnities Clause Samples

Expenses; Indemnities. (a) Each Lender agrees to reimburse each Agent, each Arranger and each of their respective Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors paid in the name of, or on behalf of, any Loan Party) that may be incurred by such Agent, such Arranger or any of their respective Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. (a) Unless otherwise agreed in writing by all of the Banks, the Borrower shall reimburse the Agent and the Banks on demand for all reasonable out-of-pocket costs, expenses and charges (including without limitation, reasonable fees and charges of counsel for the Agent and the Banks) incurred by the Agent and the Banks in connection with any amendment or modification of this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses (including reasonable counsel fees and expenses), if any, in connection with the enforcement, including without limitation, the enforcement of judgments (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents or any other document to be delivered under this Agreement and all audits, all insurance costs, and all other reasonable costs and expenses which the Agent or any Bank has or shall have paid by reason of the Borrower's failure or refusal to do so as and when required hereunder. The Borrower agrees to indemnify and hold harmless the Agent and the Banks from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs, expenses, charges and fees, except to the extent caused by the Agent's or such Bank's negligence or willful misconduct or breach of this Agreement. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations, and shall accrue interest from the date five days after demand at the Base Rate. Nothwithstanding anything to the contrary which may be stated or implied herein or in the Existing Credit Agreement, it is explicitly understood and agreed that the Borrower is not responsible for reimbursing or paying any costs, expenses or charges of the Agent or any Banks in connection with the negotiation and preparation of this Agreement. (b) The Borrower agrees to indemnify the Agent and each Bank, and their directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all claims, damages, losses, liabilities, costs and expenses (including without limitation, reasonable fees and disbursements of counsel) arising as a consequence of (i) any failure by the Borrower to pay the Agent or any Bank, as required under this Agreement, punctually on the due date thereof, any amount payable by the Borrower to the Agent or any Bank or (ii) the...

Expenses; Indemnities. You agree to (i) indemnify and hold harmless the Lead Arranger and its affiliates, and each of the Lead Arranger’s and each such affiliate’s officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) and (ii) whether or not any of the Bridge Facility is funded, to pay or reimburse the reasonable and documented out-of-pocket costs and expenses of the Lead Arranger and its affiliates, in each case, with respect to this Fee and Syndication Letter and the transactions contemplated hereby in accordance with the terms set forth in Section 10.04 of the Credit Agreement as in effect on the date hereof, as if each reference therein to the “Administrative Agent” was a reference to the Lead Arranger.

Expenses; Indemnities. 83 Section 10.9 Resignation of Administrative Agent....................... 83 Section 10.10 Release of Collateral or Guarantors....................... 84 Section 10.11 Additional Secured Parties................................ 84 Section 10.12 Titles.................................................... 85 ARTICLE XI MISCELLANEOUS................................................... 85 Section 11.1 Amendments, Waivers, Etc.................................. 85 Section 11.2 Assignments and Participations; Binding Effect............ 86 Section 11.3

Expenses; Indemnities. Each Lender agrees to reimburse Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon demand for such ▇▇▇▇▇▇’s pro rata share with respect to the Loan of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, 52 modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. Each Lender agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) and each Revolving Lender agrees to reimburse the Revolver Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), in each case, promptly upon demand, severally and ratably, of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by such Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. 71 Section 10.9

Expenses; Indemnities. Each Lender agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by the Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response in any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

Expenses; Indemnities. 139147 SECTION 10.9 Resignation of Administrative Agent or L/C Issuer 140148 SECTION 10.10 Release of Collateral or Guarantors 140149 SECTION 10.11 Additional Secured Parties 141149 SECTION 10.12