Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 of the Notes Indenture. (b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Notes Document, the 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 Agreement or any other Notes Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.
Appears in 2 contracts
Samples: Collateral Agreement (Second Lien) (ADT, Inc.), Collateral Agreement (Second Lien) (ADT, Inc.)
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 9.05 of the Notes IndentureCredit Agreement.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Notes Loan Document, the 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 Agreement or any other Notes Document, Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.
(c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.
Appears in 2 contracts
Samples: Collateral Agreement (Cerence Inc.), Collateral Agreement (Cerence Inc.)
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, Pledgors and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 9.05 of the Notes IndentureABL Credit Agreement.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Notes Loan Document, the 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 Agreement or any other Notes Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agreereasonably agree to) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor.
(c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this the Agreement.
Appears in 2 contracts
Samples: Collateral Agreement (Abl) (DS Services of America, Inc.), Collateral Agreement (Abl) (DS Services of America, Inc.)
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, Pledgors and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 9.03 of the Notes IndentureFirst Lien Credit Agreement.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Notes Loan Document, the 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 Agreement or any other Notes Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agreereasonably agree to) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor.
(c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this the Agreement.
Appears in 2 contracts
Samples: Collateral Agreement (First Lien) (DS Services of America, Inc.), Collateral Agreement (First Lien) (DS Services of America, Inc.)
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, and the Collateral Agent and other Indemnitees shall be indemnified by the Pledgors, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 of the Notes Indenture.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Notes Indenture Document, the 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 Agreement or any other Notes Document, Indenture Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen thirty (30) days (or such longer period as the Collateral Agent may agree) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.
(c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.
Appears in 1 contract
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, Holdings and the Collateral Agent and other Indemnitees shall be indemnified by the PledgorsHoldings, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 9.05 of the Notes IndentureAsset-Based Revolving Credit Agreement.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Notes Loan Document, the 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 Agreement or any other Notes Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 6.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agreereasonably agree to) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor.
(c) The agreements in this Section 5.06 6.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.
Appears in 1 contract
Samples: Holdings Guarantee and Pledge Agreement (Abl) (DS Services of America, Inc.)
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, Holdings and the Collateral Agent and other Indemnitees shall be indemnified by the PledgorsHoldings, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 of the Notes Indenture.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Notes Indenture Document, the 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 Agreement or any other Notes Indenture Document, or any investigation made by or on behalf of the Collateral Agent or any other Second-Priority Secured Party. All amounts due under this Section 5.06 shall be payable within fifteen days (or such longer period as the First-Priority Collateral Agent may agreereasonably agree to pursuant to the Collateral Agreement (First Lien); provided, after the Discharge of First Priority Obligations, such period shall be within fifteen days) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor.
(c) The agreements in this Section 5.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.
Appears in 1 contract
Samples: Holdings Pledge Agreement (Second Lien) (DS Services of America, Inc.)
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Pledgors, Holdings and the Collateral Agent and other Indemnitees shall be indemnified by the PledgorsHoldings, in each case of this clause (a), mutatis mutandis, as provided in Section 7.07 9.03 of the Notes IndentureFirst Lien Credit Agreement.
(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 5.06 6.06 shall remain operative and in full force and effect regardless of the termination of this Agreement, Agreement or any other Notes Loan Document, the 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 Agreement or any other Notes Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.06 6.06 shall be payable within fifteen days (or such longer period as the Collateral Agent may agreereasonably agree to) of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requestedtherefor.
(c) The agreements in this Section 5.06 6.06 shall survive the resignation of the Collateral Agent and the termination of this Agreement.
Appears in 1 contract
Samples: Holdings Guarantee and Pledge Agreement (DS Services of America, Inc.)