|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the WEN 8-K filed Jan 16, 2009. Indemnified
Party”), against all losses, claims, damages, penalties, judgments, costs, liabilities
and expenses (including, without limitation, all reasonable and documented
expenses of litigation or preparation therefor whether or not the Agent, the
Arrangers, any Lender or any affiliate is a party thereto, and all the
reasonable and documented attorneys’ and paralegals’ fees, disbursements and
other charges of one counsel for all affected Indemnified Parties, unless any
affected Indemnified Party shall have reasonably determined that there may be
legal defenses available to it that are different from or additional to those of
the other Indemnified Parties and that a single counsel for all Indemnified
Parties cannot (due to conflicts or otherwise) undertake the pursuit of such
legal defenses, in which event such Indemnified Party shall be entitled to
separate counsel and Borrower agrees to reimburse such Indemnified Party for
the
reasonable and documented attorneys’ and paralegals’
fees, disbursements and other charges of such separate counsel) which any of
them may pay or incur arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Loan hereunder except
to the extent that any of the foregoing is found by a court of competent
jurisdiction to have arisen from an Indemnified Party’s gross negligence, bad
faith or willful misconduct. The obligations of the Borrower under
this Section
10.6 shall survive the termination of this
Agreement.
10.7. Accounting. Except as provided to the contrary herein, all
accounting terms used in the calculation of Capital Expenditures and any
financial covenant or test shall be interpreted and all accounting
determinations hereunder in the calculation of Capital Expenditures and any
financial covenant or test shall be made in accordance with Agreement Accounting
Principles, provided that for the purposes of Sections
7.22 and 7.23, “consolidated” with respect to any Person shall mean,
unless expressly stated to be otherwise, such Person consolidated with the other
Group Members and shall not include any Unrestricted Subsidiary, provided
further that the parties acknowledge such definition of “consolidated” is not in
accordance with Agreement Accounting Principles to the extent Unrestricted
Subsidiaries are not consolidated with such Person. If any changes in
GAAP are hereafter required or permitted and are adopted by the Borrower or any
of its Subsidiaries with the agreement of its independent certified public
accountants and such changes result in a change in the method of calculation of
Capital Expenditures, any of the financial covenants, tests, restrictions or
standards herein or in the related definitions or terms used therein (“ |
| |||||||
