Expenses

Expenses. Means, for the purposes of this Agreement, all reasonable direct and indirect costs of any reasonable type or nature (including, without limitation, any reasonable and customary fees and expenses of Indemnitee's counsel, accountants and other experts and other reasonable and customary out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, preparation, defense or appeal of a Proceeding; provided, however, that Expenses shall not include... judgments, fines, penalties or amounts paid in settlement of a Proceeding. View More

Expenses. Shall be broadly construed and shall include, without limitation, all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys' fees, other professional and expert fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a... witness or participate in, any Proceeding. Expenses also shall include (A) expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (Bi) for purposes of Section 6 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of Judgments or fines against Indemnitee. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee's counsel as being reasonable shall be presumed conclusively to be reasonable and no Expense shall be deemed unreasonable solely because such Expense exceeds amounts that may be customary therefor. (ii) In the event Indemnitee is required to spend more than three hours in the course of any day (including preparation and travel time) as a witness (including as a deposition witness) in connection with a Proceeding (other than a Proceeding in respect of which Indemnitee is not entitled to indemnification in accordance with Section 10(b) hereof or has been determined not to be entitled to indemnification in accordance with Section 7 hereof), 2 Indemnitee shall be entitled to reasonable compensation from the Company for his or her time so spent and, accordingly in such event, the term "Expenses" shall also include reasonable compensation for such time spent by Indemnitee (as well as travel, lodging and meal expenses reasonably incurred by Indemnitee in connection with attending such a Proceeding), provided, however, that such compensation shall not be payable if Indemnitee at such time is serving as a director or officer of, or is otherwise in the employment of, or otherwise providing services for compensation to, the Company or any Subsidiary (but such Expenses will be payable regardless of employment status). In the absence of any other agreement between the Company and the Indemnitee, the rate of compensation to be provided to Indemnitee in such event for any such day (or part thereof) as to which compensation is due hereunder shall be equal to not less than the quotient of (x) sum of the annual retainer fee plus per meeting fees, if any, paid to an independent director of the Company during the Company's most recently completed fiscal year during the entirety of which the Company was a reporting issuer under the Exchange Act, divided by (y) the product of (A) the number of days on which meetings (telephonic and in person) of the Board were held during such fiscal year multiplied by (B) three. View More

Expenses. (a) except as set forth in clause (b), all reasonable documented costs and expenses (including but not limited to reasonable fees and disbursements of counsel) incurred by the Bank in connection with this Guaranty or any of the Liabilities including, but not limited to, (i) any amendment, modification, extension or waiver with respect to any of the Liabilities, and/or (ii) any deduction, withholding, registration tax, stamp tax or similar tax or duty applicable to any payment of any of the... Liabilities. and (b) all documented costs and expenses (including but not limited to reasonable fees and disbursements of counsel) incurred by the Bank in connection with the enforcement of this Guaranty or any of the Liabilities including but not limited to those for (i) any action taken, whether or not by litigation, to collect, or to protect rights or interests with respect to, any of the Liabilities, or to preserve, protect, secure, insure, obtain or perfect any Credit Enhancement, (ii) compliance with any legal process or any order or directive of any governmental authority with respect to any Obligated Party, and (ii) any litigation, arbitration or administrative proceeding relating to any Obligated Party View More

Expenses. The Borrower agrees to pay to the Administrative Agent in immediately available funds all reasonable and documented or invoiced out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) incurred in connection with this Amendment.

Expenses. For purposes of this Agreement, "expenses" means any and all costs and expenses, including attorney's fees, reasonably related to, or incurred by the director in connection with a proceeding.

Expenses. Means all: (a) non-recoverable national, local, value added tax and other taxes (excluding taxes on the net income of Party B) paid by Party B in the performance of the Services; and (b) significant third party costs incurred by Party B for the benefit of Party A in the performance of the Services hereunder

Expenses. The term "Expenses" will include, without limitation, expenses of investigations, judicial or administrative proceedings or appeals, attorneys' fees and disbursements, any expenses of establishing a right to indemnification under Paragraph 10 of this Agreement, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Proceeding. However,... Expenses will not include the amount of judgments, fines or penalties against or settlements paid by Indemnitee. References to "other enterprise" will include, without limitation, employee benefit plans; references to "fines" will include, without limitation, any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Company" will include, without limitation, any service as a Director or Officer of the Company which imposes duties on, or involves services by, such Director or Officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an 2 employee benefit plan will be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement. View More

Expenses. Include all direct and indirect costs including, but not limited to, reasonable attorneys' fees and expenses, judgments, fines, penalties and amounts paid in settlement and all other disbursements or expenses of the types customarily incurred in connection with investigating, prosecuting, defending (or preparing to investigate, prosecute, or defend) a Proceeding, or being or preparing to be a witness in a Proceeding

Expenses. Shall include, without limitation, expenses of investigations, judicial or administrative proceedings or appeals, attorneys' fees and disbursements, any expenses of establishing a right to indemnification under Paragraph 10 of this Agreement and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Proceeding. However, Expenses shall not include... the amount of judgments, fines or penalties against or settlements paid by Indemnitee. View More

Expenses. Any reasonable expenses or costs (including, without limitation, attorney's fees, fees of experts retained by attorneys, judgments, punitive or exemplary damages, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee with respect to a Claim, except that Expenses shall not include any amount paid in settlement of a Claim against Indemnitee (i) by or in the right of the Corporation, or (ii) that the Corporation has not approved, which approval will not be... unreasonably delayed or withheld. View More