Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Date, (a) all costs and expenses of the Lenders of negotiation, preparation, execution, delivery, filing and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto, (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Lenders in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all costs and expenses, including fees, costs and expenses of legal counsel to the Lenders and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Lenders in enforcing any of the Loan Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Documents (including in connection with the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d), and (d) all fees, costs and expenses (including costs and expenses of counsel) of any Lender incurred after the occurrence or during the continuance of an Event of Default. Without limiting any of the foregoing provisions of this Section 6.3, any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Lender, shall be at the sole expense of such Loan Party, and no Lender shall be required under any Loan Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision contained in this Section 6.3 shall survive the termination of this Agreement and the repayment of the Obligations.
Cost and Expense Reimbursement. Subject to the DIP Orders, each Loan Party jointly and severally, agrees to pay or reimburse (i) the Agent and the Lenders and their respective Affiliates for all of their reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented out-of-pocket fees, expenses, charges and disbursements of the Lender Professionals, any sales, goods and services or other similar taxes applicable thereto, and reasonable and documented printing, reproduction, document delivery, communication and travel costs, and the fees of any service provider, including, without limitation Alter Domus (US) LLC, engaged by Agent to perform administrative functions on its behalf) in connection with (v) the Prepetition First Lien Term Loan Documents, (w) the negotiation, preparation, execution and delivery of this Agreement and the other Facility Documents and the making of the Loans (exclusive of post-closing costs), (x) post-closing costs (including, without limitation, costs of the administration of this Agreement and the other Facility Documents), (y) the negotiation, preparation and administration of the DIP Orders and the Sale Transaction and (z) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Facility Documents (whether or not consummated); and (ii) each of the Agent and the Lenders for all of their documented out-of-pocket costs and expenses (including the fees and expenses of any legal counsel) in connection with the enforcement, exercise or protection of their rights in connection with this Agreement and the other Facility Documents, including their rights under this Section 8.2 and Section 8.10, or in connection with the Loans made hereunder, including such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.
Cost and Expense Reimbursement. CITY will reimburse BWS for costs and expenses reasonably incurred by BWS in performance of the services provided under this Agreement. CITY preauthorizes routine costs including but not limited to postage, courier services, copying charges, long distance telephone charges, cost of producing and reproducing photographs, and court, county, recording and other filing fees. CITY will reimburse BWS for any attorney's automobile mileage at the standard rate for business use as announced periodically by the Internal Revenue Service to and from the CITY, or other locations as CITY business may require, from the attorney's residence or office. BWS will not request reimbursement from CITY for hotel expenses incurred before or after regularly scheduled City Council meetings.
Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Closing Date and, within ten (10) Business Days after the timely delivery of an invoice therefor (in any case not more than 180 days after the incurrence thereof), after the Closing Date, (a) all reasonable and documented out-of-pocket costs and expenses of the Secured Parties of negotiation, preparation, execution, delivery, filing and administration of the Facility Documents and any consents, amendments, waivers or other modifications thereto, (b) all reasonable and documented out-of-pocket fees, costs and expenses of legal counsel to each Secured Party in connection with the negotiation, preparation, execution and administration of the Facility Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all reasonable and documented out-of-pocket fees, costs, expenses and disbursements of counsel to each Secured Party and of counsel providing any opinions that any Secured Party may request in respect of any Facility Documents, (d) all reasonable and documented out-of-pocket fees, costs and expenses of creating and perfecting Liens in favor of Agent (on behalf of the Secured Parties) pursuant to any Facility Document, including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to each Secured Party and of counsel providing any opinions that any Secured Party may request in respect of any Facility Documents or the Liens created pursuant to the Facility Documents, (e) all reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with the custody or preservation of any of the Collateral, (f) all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to any Secured Party and fees, costs and expenses of accountants, advisors and consultants, incurred by any Secured Party and its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral, (g) all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to each Secured Party and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by each Secured Party in enforcing any of the Facility Documents or any Obligations ...
Cost and Expense Reimbursement. The Credit Parties agree to pay within ten (10) Business Days after delivery of an invoice therefor, (a) all reasonable and documented fees, costs and expenses of the Lenders, including one counsel for the Required Lenders selected by the Required Lenders, in connection with the administration of the Facility Agreement and the other Loan Documents and the negotiation, preparation, execution and administration of any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Credit Party related thereto, (b) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent or the Lenders, including, without limitation, the reasonable and documented fees, disbursements and other charges of one primary firm of counsel for the Collateral Agent and the Lenders, taken as a whole, (and if reasonably necessary (as determined by the Collateral Agent in consultation with the Borrower)), of a single local counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Collateral Agent or any Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected person in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Document, including its rights under this Section 6.18, or in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (c) the cost of purchasing insurance that the Credit Parties fail to obtain as required by the Transaction Documents. The obligations and provisions contained in this Section 6.18 shall survive the termination of this Agreement and the repayment of the Obligations. SCHEDULE 2.2 LENDER ALLOCATION OF DISBURSEMENT, PAYMENTS AND WARRANTS Deerfield Private Design Fund III, L.P. 100% Exhibit D Guaranty and Security Agreement
Cost and Expense Reimbursement. The Loan Parties agree to pay within ten (10) Business Days after delivery of an invoice therefor, all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to the Lender and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Lender in enforcing any of the Facility Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Facility Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 8.1(c), and all reasonable and documented out-of-pocket fees, costs and expenses (including costs and expenses of counsel) incurred by the Lender in connection with the enforcement of its rights or remedies under the Facility Documents after the occurrence or during the continuance of an Event of Default. Without limiting any of the foregoing provisions of this Section 9.2, any action taken by any Loan Party under or with respect to any Facility Document, even if required under any Facility Document or at the request of the Lender, shall be at the sole expense of such Loan Party, and the Lender shall not be required under any Facility Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provisions contained in this Section 9.2 shall survive the termination of this Agreement and the repayment of the Obligations.
Cost and Expense Reimbursement. Pursuant to Section 9.2 of the Facility Agreement, the Company is required to pay all reasonable and documented out-of-pocket costs and expenses of the Secured Parties of negotiation, preparation, execution, delivery, filing and administration of the Facility Documents and any amendments thereto. The Company hereby ratifies, confirms and reaffirms its cost and expense reimbursement obligations under Section 9.2 of the Facility Agreement and agrees to promptly reimburse the Lenders for all out-of-pocket costs and expenses, including legal fees, incurred by the Lenders in the negotiation, preparation, execution, delivery, filing and administration of this Amendment.
Cost and Expense Reimbursement. Subject to the Survival Period, Seller agrees to indemnify and reimburse Buyer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and court costs) incurred by Buyer by reason of or arising out of a breach of any representation or warranty of Seller as set forth in this Agreement. Subject to the Survival Period, Buyer agrees to indemnify and reimburse Seller with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and court costs) incurred by Seller by reason of or arising out of a breach of any representation or warranty of Buyer as set forth in this Agreement.
