Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 4 contracts
Samples: Credit and Security Agreement, Credit and Security Agreement (Ultralife Corp), Credit and Security Agreement (Regional Brands Inc.)
Costs, Expenses and Taxes. Each Credit Party (a) (i) TWC agrees to pay on demand all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel the Arranger and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of the Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Notes and the other instruments and documents to be delivered hereunder; (b) extraordinary under this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under any Note and this Agreement, and (ii) each Borrower agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses, which may include allocated costs of in-house counsel), of the Agent and each Bank in connection with the administration enforcement (whether through negotiations, legal proceedings or otherwise) against such Borrower of the Loan Documents and Related Writings any Note of such Borrower or this Agreement and the other instruments and documents to be delivered hereunderby such Borrower under this Agreement.
(b) If any payment (or purchase pursuant to Section 2.11(c) or Section 8.06(b)) of principal of, or Conversion of, any Eurodollar Rate Advance or B Advance made to any Borrower is made other than on the last day of an Interest Period relating to such Advance (or in the case of a B Advance, other than on the original scheduled maturity date thereof), as a result of a payment pursuant to Section 2.10 or 2.12 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason or as a result of any such purchase or any Conversion, such Borrower shall, upon demand by any Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of any such payment, purchase or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain such Advance.
(c) the reasonable fees and out of pocket expenses of special counsel for the LendersEach Borrower agrees, with respect to the foregoingfullest extent permitted by law, to indemnify and of local counselhold harmless the Agent, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent Arranger and each Lender harmless Bank and each of their respective directors, officers, employees and agents from and against any and all claims, damages, liabilities with respect to and out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel) for which any of them may become liable or resulting from any delay in paying which may be incurred by or omission to pay asserted against the Agent, the Arranger or such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent Bank or any Lender. All of the foregoing will be part of the obligationssuch director, payable within five officer, employee or agent (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.than by
Appears in 3 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Communications Group Inc), Credit Agreement (Williams Communications Group Inc)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification under Article IX, the Seller agrees to pay on demand upon demand, all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparationadministration (including periodic auditing, negotiation modification and closing amendment) of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder and the other instruments documents to be delivered hereunder, including, without limitation: (i) the reasonable fees and out-of-pocket expenses of counsel for the Purchaser or the Servicer with respect to (A) advising the Purchaser as to its rights and remedies under this Agreement or (B) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Purchase Assignment or the other documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (eii) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement, and each Purchase Assignment or the other instruments agreements and documents to be delivered hereunder, and agrees to hold Agent indemnify and save each Lender harmless Indemnified Party from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.
(b) If the Seller or fees unless the Subservicer fails to perform any agreement or obligation contained herein, the Purchaser may, or may direct the Servicer to, (but shall not be required to) itself perform, or cause performance of, such delay agreement or omission is obligation, and the result expenses of the gross negligence Purchaser or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), Servicer incurred in connection therewith shall be accompanied by reasonably detailed invoices, and shall be secured payable by the Collateral and other security for party which has failed to so perform upon the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement Purchaser's or the restructuring of the financing arrangementsServicer's demand therefor.
Appears in 3 contracts
Samples: Sale and Subservicing Agreement (Coastal Physician Group Inc), Sale and Subservicing Agreement (Coastal Physician Group Inc), Sale and Subservicing Agreement (Coastal Physician Group Inc)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification under Article VIII, the Seller agrees to pay on demand upon demand, all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparationadministration (including periodic auditing, negotiation modification and closing amendment) of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder and the other instruments documents to be delivered hereunder, including, without limitation: (i) the reasonable fees and out-of-pocket expenses of counsel for the Purchaser or the Master Servicer with respect to (A) advising the Purchaser as to its rights and remedies under this Agreement or (B) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement or the other documents to be delivered hereunder; (bii) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp accrued Program Fee and amounts related thereto not yet paid to the Purchaser; and (iii) any and all stamp, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documents, and this Agreement or the other instruments agreements and documents to be delivered hereunder, and agrees to hold Agent indemnify and save each Lender harmless Indemnified Party from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.
(b) If the Seller or the Subservicer fails to pay any Lockbox Account(s) fees unless or other charges or debits related to such delay accounts, to pay or omission is perform any agreement or obligation contained under this Agreement, the result Purchaser may, or may direct the Master Servicer to pay or perform, or cause payment or performance of, such agreement or obligation, and the expenses of the gross negligence Purchaser or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), Master Servicer incurred in connection therewith shall be accompanied by reasonably detailed invoices, and shall be secured payable by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsparty which has failed to so perform.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Equalnet Communications Corp), Receivables Sale Agreement (Equalnet Holding Corp), Receivables Sale Agreement (Equalnet Holding Corp)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under ARTICLE XIII, Seller agrees to pay on demand (subject to the availability of funds following payments of amounts under SECTION 3.01):
(a) all documented Related Expenses and all other reasonable costs and expenses incurred by the Administrator, the Relationship Bank, the Credit Bank, the Collateral Agent and the Purchaser and their respective Affiliates in connection with
(i) the negotiation, preparation, execution and delivery of Agentthis Agreement and the other Transaction Documents, any increase in the Purchase Limit above $75,000,000, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, but not limited towithout limitation, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred at or before any trial or on appeal or otherwise in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Transaction Documents in connection with any of the foregoing, and
(ii) the administration (including periodic auditing as provided for herein) of this Agreement and the other Transaction Documents, including, to the extent provided in SECTION 7.01(C), all reasonable out-of-pocket expenses (4) costs including reasonable fees and expenses of taking any other action in or independent accountants and of the Relationship Bank with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a partyaudits conducted thereby), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party review of any Seller Party's books and records either prior to discuss such Event of Default the execution and the course of action delivery hereof or pursuant to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and 7.01(C) or SECTION 7.02(H); and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments Transaction Documents (and documents to be delivered hereunder, and Seller agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closingand fees), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (KBK Capital Corp), Receivables Purchase Agreement (KBK Capital Corp), Receivables Purchase Agreement (KBK Capital Corp)
Costs, Expenses and Taxes. Each Credit Party Borrower agrees to pay on demand all documented Related Expenses and all other costs and expenses of AgentLender and all Related Expenses, including, but not limited to, to (a) administration (including field examinations)participation, administration, travel and out of out-of-pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent Lender in connection with the preparation, negotiation and closing of the Note, Mirror Note (as defined in the Note), any Related Writing and any Loan Documents and Related Writings and the administration of the Loan Documents and Related WritingsDocuments, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; , (b) extraordinary expenses of Agent Lender in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out of out-of-pocket expenses of special counsel for the LendersLender, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation . Borrower also agrees to pay on demand all costs and expenses of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultLender, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees expenses, in connection with the restructuring or enforcement of other professionalsthe Obligations, all lien search and title search feesthis Agreement or any Related Writing. In addition, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and Borrower shall pay any and all stamp stamp, transfer, documentary and other similar taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of fees, other than those liabilities resulting from the gross negligence or the willful misconduct of Agent or any Lender, in each case as determined by a court of competent jurisdiction. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security obligations provided for the Secured Debt. The obligations described in this Section 11.5 will shall survive any termination of this Agreement or the restructuring of the financing arrangementsAgreement.
Appears in 2 contracts
Samples: Security Agreement (Webmedia Brands Inc.), Security Agreement (Webmedia Brands Inc.)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under the other provisions of this Agreement, the Borrower agrees to pay on demand or to cause the Originator to pay:
(a) Within fifteen (15) Business Days after receipt of a written invoice therefor: all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of incurred by the Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with (i) the negotiation, preparation, negotiation execution and closing delivery of this Agreement, the Loan other Transaction Documents and Related Writings and or the Liquidity Agreement (subject to the limitations set forth in the Fee Letter), or (ii) the administration of the Loan Transaction Documents and Related Writingsprior to an Event of Default, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereundereach case including, without limitation, (cA) the reasonable fees and out of pocket expenses of special a single law firm acting as counsel for to the Lenders, Agent and the Lenders incurred in connection with respect to any of the foregoing, and (B) subject to the limitations set forth in the Fee Letter and in Section 7.1(c), the reasonable fees and expenses of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement independent accountants incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing review of any Loan Party’s books and records either prior to or restructuring after the execution and delivery hereof;
(b) within fifteen (15) Business Days after receipt of a written invoice therefor: all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of counsel, independent accountants, rating agencies and due diligence) incurred by each of the credit arrangements provided under this Agreement Lenders, the Agent and the Liquidity Banks in connection with the nature negotiation, preparation, execution and delivery of any amendment or consent to, or waiver of, any provision of the Transaction Documents which is requested or proposed by any Loan Party (whether or not consummated), the administration of the Transaction Documents following an Event of Default (or following a “work-out” waiver of or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating consent to any Credit Party and related to Event of Default), or arising out of the transactions contemplated hereby or enforcement by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession foregoing Persons of, or liquidating any actual or claimed breach of, this Agreement or any of the Collateralother Transaction Documents, including, without limitation, (6i) costs in connection with attempting the reasonable fees and expenses of counsel to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs such Persons incurred in connection with meeting any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any Credit Party to discuss such Event of Default the foregoing, and (ii) the course reasonable fees and expenses of action to be taken independent accountants incurred in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees with any review of any Loan Party’s books and reasonable fees records or valuation of other professionals, all lien search the Receivables and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Related Assets; and
(c) upon demand: all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement or the Loan Documents, other Transaction Documents (and the other instruments and documents to be delivered hereunder, and Borrower agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closingand fees), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 2 contracts
Samples: Credit and Security Agreement (Packaging Corp of America), Credit and Security Agreement (Packaging Corp of America)
Costs, Expenses and Taxes. Each Credit Party (a) The Company agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (ai) administration (including field examinations), travel the Administrative Agent and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent its Affiliates in connection with the syndication of the credit facility provided for herein, the preparation, negotiation negotiation, execution, delivery and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, the first Borrowing under this Agreement and any modification, amendment or waiver of any provisions of, or supplement to, this Agreement and the other documents to be delivered hereunder (cwhether or not the transaction contemplated hereby or thereby shall be consummated) and (ii) the Lenders and the Administrative Agent in connection with the enforcement or protection of the rights and remedies of the Lenders and the Administrative Agent under this Agreement and the other documents to be delivered hereunder (whether through negotiations or legal proceedings), including its rights under this Section 8.04 or in connection with the Advances made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiation in respect of such Advances, all the above costs and expenses to include, without limitation, the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, with respect to Administrative Agent and each of the foregoing, and of local counsel, if any, who may be retained by said special counsel Lenders with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Company shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, this Agreement and the other instruments and documents to be delivered hereunder, and agrees to hold save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes taxes.
(b) If, due to payments made by the Company due to acceleration of the maturity of the Advances pursuant to Section 6.01, or fees unless due to any other reason, any Lender receives payments of principal of any Eurodollar Rate Advance based upon the Eurodollar Rate other than on the last day of the Interest Period for such delay Advance, the Company shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or omission is the expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.
(c) Any and all payments by or on account of any obligation of the Company hereunder shall be made, in accordance with Section 2.14, free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees or other charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.04) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(d) The Company will indemnify each Lender and the Administrative Agent for the full amount of Taxes (including, without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section 8.04) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted. This indemnification shall be made within 10 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. As soon as practicable after any payment of Taxes by the Company to the relevant taxation authority or other authority, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Prior to the date of the initial Borrowing or on the date of the Assignment and Assumption pursuant to which it became a Lender, in the case of each Lender that becomes a Lender by virtue of entering into an Assignment and Assumption, and from time to time thereafter if requested by the Company or the Administrative Agent, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Company with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Company in writing to that effect. Unless the Company and the Administrative Agent have received forms or other documents satisfactory to them indicating that payment hereunder are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States.
(f) Any Lender claiming any additional amounts payable pursuant to 2.12 or Section 8.04(c) or (d) or who gives a notice pursuant to Section 2.13 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) (i) to change the jurisdiction of its Applicable Lending Office if, in the judgment of such Lender, the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue pursuant to Section 2.12 or Section 8.04(c) or (d), or eliminate the need for the notice pursuant to Section 2.13, and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender and (ii) to otherwise minimize the amounts due, or to become due, under Sections 8.04(c) and (d). The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such change in jurisdiction.
(g) If the Company makes any additional payment to any Lender pursuant to Section 8.04(c) or (d) in respect of any Taxes, and such Lender determines that it has received (i) a refund of such Taxes or (ii) a credit against or relief or remission for, or a reduction in the amount of, any tax or other governmental charge solely as a result of any deduction or credit for any Taxes with respect to which it has received payments under Sections 8.04(c) and (d), such Lender shall, to the extent that it can do so without prejudice to the retention of such refund, credit, relief, remission or reduction, pay to the Company such amount as such Lender shall have determined to be attributable to the deduction or withholding of such Taxes. If such Lender later determines that it was not entitled to such refund, credit, relief, remission or reduction to the full extent of any payment made pursuant to the first sentence of this Section 8.04(g), the Company shall upon demand of such Lender promptly repay the amount of such overpayment. Any determination made by such Lender pursuant to this Section 8.04(g) shall in the absence of bad faith or manifest error be conclusive, and nothing in this Section 8.04(g) shall be construed as requiring any Lender to conduct its business or to arrange or alter in any respect its tax or financial affairs so that it is entitled to receive such a refund, credit or reduction or as allowing any Person to inspect any records, including tax returns, of any Lender.
(h) The Company hereby agrees to indemnify and hold harmless each Lender, the Administrative Agent (and any sub-agent thereof), counsel to the Administrative Agent and each Related Party of any of the foregoing Persons (each, an "Indemnified Person") from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding), joint and several, that may actually be incurred by or asserted or awarded against any Indemnified Person (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith) in each case by reason of or in connection with (i) the execution, delivery, or performance of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other documents delivered in connection therewith, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials in violation of applicable Environmental Laws on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnified Person is a party thereto, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such claims, damages, losses, liabilities, costs or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or the willful misconduct of such Indemnified Person.
(i) To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (h) of this Section 8.04 to be paid by it to the Administrative Agent (or any Lender. All sub-agent thereof) or any Related Party of any of the foregoing will be part foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender's ratable portion (determined as of the obligationstime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, payable within five provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (5or any such sub-agent) Business Days in its capacity as such, or against any Related Party of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security acting for the Secured DebtAdministrative Agent (or any such sub-agent) in connection with such capacity. The obligations described of the Lenders under this subsection (i) are subject to the provisions of Section 2.02(d).
(j) To the fullest extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Section 11.5 will survive Agreement or any termination agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnified Person referred to in subsection (h) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the restructuring transactions contemplated hereby.
(k) Without prejudice to the survival of any other agreement of the financing arrangementsCompany hereunder, the agreements and obligations of the Company contained in this Section 8.04 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the payment, satisfaction or discharge in full of principal and interest hereunder and the termination of Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceedingproceeding or proposal, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 2 contracts
Samples: Credit and Security Agreement (Ultralife Corp), Third Amendment Agreement (Ultralife Corp)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted under Section 3.1 hereof, the Seller agrees to pay on demand pay, upon demand, all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including auditing Receivables prior to the Closing Date, periodic auditing of the Loan Documents and Related Writings Receivables and the administration of servicing thereof from and after the Loan Documents Closing Date, and Related Writings, any reasonable and customary fees from time to time payable to the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent Rating Agencies in connection with the administration transactions contemplated by this Agreement) of the Loan Documents and Related Writings this Agreement and the other instruments Transaction Documents, including all reasonable costs and documents expenses relating to be delivered hereunderthe amending, amending and restating, modifying or supplementing of this Agreement and the other Transaction Documents and the waiving of any provisions hereof or thereof (c) the reasonable fees whether or not any such amendment, amendment and out of pocket expenses of special counsel restatement, modification, supplement or waiver becomes effective), and including in all cases, without limitation, Attorney Costs for the LendersAgent, the Purchaser and their respective Affiliates and agents with respect thereto and with respect to advising the foregoingAgent, the Purchaser and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and of local counselall costs and expenses, if anyany (including Attorney Costs), who may be retained by said special counsel with respect theretoof the Agent, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent Purchaser and the Lenders to protect their respective Affiliates and preserve the Collateralagents, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring the enforcement of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. other Transaction Documents.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents to be delivered hereunderTransaction Documents, and agrees to hold Agent and save each Lender Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Manitowoc Co Inc), Receivables Purchase Agreement (Manitowoc Co Inc)
Costs, Expenses and Taxes. Each Credit Party The Company agrees to pay on written demand all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration the Administrative Agent (including field examinations), travel Attorney Costs and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent any taxes) in connection with the preparation, negotiation execution, syndication, delivery and closing administration (including the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents provided for herein or delivered or to be delivered hereunder; (b) extraordinary expenses of Agent hereunder or in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunderherewith (including any amendment, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring supplement or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating waiver to any Credit Party and related to Loan Document), whether or arising out of not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket costs and expenses (including Attorney Costs and any taxes) incurred by any the Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement, the other Loan DocumentsDocuments or any such other documents or during any workout, restructuring or negotiations in respect thereof; provided that Attorney Costs shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders (4taken as a whole) costs of taking any other action or all indemnified parties (taken as a whole), as the case may be, and, if reasonably necessary, a single local counsel for the Administrative Agent and the Lenders (taken as a whole) or all indemnified parties (taken as a whole), as the case may be, in or each relevant jurisdiction and with respect to any suit each relevant specialty, and in the case of an actual or proceeding (whether perceived conflict of interest, one additional counsel in bankruptcy or otherwise) (other than each relevant jurisdiction to the affected indemnified parties similarly situated and taken as a suit among the Lenders to which no Company is a partywhole), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees the Company agrees to pay, and reasonable to save the Administrative Agent and the Lenders harmless from all liability for, any fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable the Company’s auditors in connection with any reasonable exercise by the execution and delivery of the Loan Documents, Administrative Agent and the other instruments and documents Lenders of their rights pursuant to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements10.2.
Appears in 2 contracts
Samples: Credit Agreement (Centene Corp), Credit Agreement (Centene Corp)
Costs, Expenses and Taxes. Each Credit Party In addition to the obligations of the Originators under Article IX, each Originator, severally and for itself alone, agrees to pay on within ten (10) days following demand thereof (with reasonable detail of such costs):
(a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable and documented Attorney Costs for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Buyer’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents to be delivered hereunder; (bii) extraordinary reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of Agent the Buyer’s rights hereunder incurred in connection with the administration and maintenance of the Loan Documents this Agreement or advising any such Person as to their rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other Transaction Document;
(b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights under the Loan Documentshereunder all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented Attorney Costs), or (7) costs of any such Person incurred in connection with meeting with the enforcement of any Credit Party to discuss such Event of Default their respective rights or remedies under the provisions of this Agreement and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, Transaction Documents; and
(c) all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be Other Taxes payable in connection with the execution execution, delivery, filing and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination recording of this Agreement or the restructuring of the financing arrangementsother Transaction Documents to be delivered hereunder.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (EnLink Midstream, LLC), Sale and Contribution Agreement (EnLink Midstream Partners, LP)
Costs, Expenses and Taxes. Each Credit Party The Borrower agrees to pay on demand all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation issuance, delivery, filing, recording, and closing administration of this Agreement, the Loan Documents Letters of Credit, the Loans, the other Extensions of Credit and Related Writings any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent Issuing Lender incurred in connection with the administration preparation and negotiation of this Agreement, the Loan Documents and Related Writings and Letters of Credit, the Loans, the other instruments Extensions of Credit and documents to be any document delivered hereunderin connection therewith and all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of clause (ciii) the or (iv) below, any Lender) (including reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring (i) with the use of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceedingIntralinks Inc., (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion SyndTrak or other pleadings similar information transmission systems in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of connection with the Loan Documents, (4ii) costs the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of taking this Agreement, the Letters of Credit, the Loans and the other Extensions of Credit, (iii) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement, any other action in Loan Document or with respect to any suit Related Document, (iv) the enforcement of, or proceeding protection of rights under, this Agreement, any other Loan Document or any Related Document (whether in bankruptcy through negotiations, legal proceedings or otherwise) (other than a suit among the Lenders to which no Company is a party), (5v) costs of protectingany action or proceeding relating to a court order, preserving, collecting, leasing, selling, taking possession ofinjunction, or liquidating other process or decree restraining or seeking to restrain the Issuing Lender from paying any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights amount under the Loan Documents, Letters of Credit or (7vi) costs incurred any waivers or consents or amendments to or in connection with meeting with any respect of this Agreement, the Letters of Credit, the Loans or the other Extensions of Credit Party to discuss such Event of Default and requested by the course of action to be taken in connection therewithBorrower. In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsLetters of Credit, the Loans, the other Extensions of Credit or any of such other documents, and agree to save the other instruments and documents to be delivered hereunderIssuing Lender, and agrees to hold the Administrative Agent and each Lender the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is and fees. Without prejudice to the result survival of any other agreement of the gross negligence or Borrower hereunder, the willful misconduct of Agent or any Lender. All agreements and obligations of the foregoing will be part of Borrower, the obligationsAdministrative Agent, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, Lenders and shall be secured by the Collateral and other security for the Secured Debt. The obligations described Issuing Lender contained in this Section 11.5 will shall survive any the payment in full of the Obligations and the termination of this Agreement or the restructuring of the financing arrangementsCommitments.
Appears in 2 contracts
Samples: Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Costs, Expenses and Taxes. Each Credit Party agrees Borrowers, jointly and severally, agree to pay on demand all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration the Administrative Agent (including field examinations), travel Attorney Costs and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent any Taxes) in connection with the preparation, negotiation execution, syndication, delivery and closing administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents provided for herein or delivered or to be delivered hereunder; (b) extraordinary expenses of Agent hereunder or in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunderherewith (including any amendment, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring supplement or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating waiver to any Credit Party and related to Loan Document), whether or arising out of not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket costs and expenses (including Attorney Costs and any Taxes) incurred by any the Administrative Agent and each Lender following the occurrence and during the continuance of an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan DocumentsDocuments or any such other documents or during any workout, restructuring or negotiations in respect thereof (4) costs limited, in the case of taking any other action in or with respect workout, restructuring and related negotiations, to any suit or proceeding (whether in bankruptcy or otherwise) Attorney Costs for one external law firm on behalf of all Lenders (other than a suit among the Lenders to which no Company is a partyAdministrative Agent), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting as well as to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs all such Attorney Costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewithby Administrative Agent). In addition, each Credit Party shall pay reasonable attorneys’ fees Borrowers, jointly and reasonable severally, agree to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable Borrowers’ auditors in connection with any reasonable exercise by the execution and delivery of the Loan Documents, Administrative Agent and the other instruments and documents Lenders of their rights pursuant to be delivered hereunderSection 10.2 (limited to only those fees that are reasonable, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay so long as no Event of Default is in paying or omission to pay such taxes or fees unless such delay or omission is existence at the result of the gross negligence or the willful misconduct of time Administrative Agent or any LenderLender exercises rights pursuant to Section 10.2). All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security Obligations provided for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.this
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Services Holdings, Inc.)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to its obligations under Article XIII, the Seller Parties jointly and severally agree to pay on demand demand:
(a) all documented Related Expenses and all other costs and expenses incurred by the Agents, any Liquidity Bank, any Purchaser and their respective Affiliates in connection with:
(i) the negotiation, preparation, execution and delivery of Agentthis Agreement, the other Transaction Documents or the Liquidity Agreement, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement by any of the foregoing Persons of, or any actual or claimed breach of, this Agreement or any of the other 49 Transaction Documents, including, but not limited towithout limitation, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Documents, (4) costs of taking any other action Transaction Documents in or connection with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateralforegoing, and
(6ii) costs in connection with attempting to enforce or enforcing any lien on or security interest in any the administration (including periodic auditing as provided for herein) of this Agreement and the Collateral or any other rights under the Loan Transaction Documents, or including, without limitation, all reasonable out-of-pocket expenses (7) costs including reasonable fees and expenses of independent accountants), incurred in connection with meeting with any Credit Party review of any Seller Party's books and records either prior to discuss the execution and delivery hereof but subject to the provisions of the Fee Letter or pursuant to Section 7.1(c), subject to the limitations set forth in such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Section 7.1(c); and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement or the Loan Documents, other Transaction Documents (and the other instruments Seller Parties, jointly and documents severally agree to be delivered hereunder, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees).
(c) all losses, costs and expenses incurred by the Purchasers or fees unless such delay the Agents in connection with or omission is the as a result of the gross negligence any failure to make a timely payment or the willful misconduct deposit, including, without limitation, by reason of Agent any mechanical delay in or any Lender. All malfunction of the foregoing will be Fedwire system or due to an error on the part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement initiating or the restructuring of the financing arrangementsreceiving bank.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lennox International Inc)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Borrower shall ------------------------- reimburse each Lender and the Administrative Agent for all documented reasonable out-of- pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including the reasonable fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Lender hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) the reasonable fees and out of pocket expenses of special counsel for the Lendersincluding any Litigation, with respect to the foregoingcontest, dispute, suit, case, proceeding or action, and of local counselany appeal or review thereof, if any, who in connection with a case commenced by or against the Borrower or any other Person that may be retained obligated to any Lender or the Administrative Agent by said special counsel with respect thereto, (d) virtue of the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of a Lender or the Administrative Agent against the Borrower or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Advances or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralBorrower Obligations, (6B) costs evaluate, observe or assess the Originators, the Borrower or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral; including all attorneys' and other professional and service providers' fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 14.04, all of which shall be payable, on ------------- demand, by the Borrower to the applicable Lender or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Borrower agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Funding Agreement (Imperial Sugar Co /New/)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Seller shall reimburse each Purchaser, each Purchaser Agent and the Administrative Agent for all documented Related Expenses fees, costs and all other expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Seller or any other Person on behalf of the Seller by any Purchaser of any payments for Purchases made by it hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and (except to the administration extent that such amendment, modification, waiver, consent or termination was requested by or on behalf of any Purchaser, any Purchaser Agent or the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (bAdministrative Agent) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Seller, any Purchaser, any Purchaser Agent, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Seller or any other Person that may be obligated to the foregoingPurchasers, and the Purchaser Agents or the Administrative Agent by virtue of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of any Purchaser, any Purchaser Agent or the Administrative Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Purchases or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralSeller Secured Obligations, (6B) costs evaluate, observe or assess any Originator, the Seller or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller Collateral; including all reasonable attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 14.04, all of which shall be payable, on demand, by the Seller to the Conduit PurchaserPurchasers, the Committed Purchasers, the Purchaser Agents or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of attorneys, accountants, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent indemnify and save each Lender Purchaser Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Corp)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XII hereof, (i) the Seller agrees to pay on demand all documented Related Expenses out-of-pocket expenses (including travel, lodging, meal and car expenses) of Facility Agent and Purchaser relating to consulting and other services provided by a senior operations officer of the Facility Agent to the Seller and the other Selling Parties for a period of approximately one month and (ii) the Seller agrees to pay on demand all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, administration (including periodic auditing), modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Assignment, and the other instruments Purchase Documents, including, without limitation, the reasonable fees and documents to be delivered hereunder; (b) extraordinary out-of-pocket expenses of counsel for the Facility Agent and Purchaser with respect thereto and with respect to advising the Facility Agent and Purchaser as to its rights and remedies under this Agreement or any other Purchase Document; provided, however, that, with respect to clause (ii), in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunderpreparation, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documentsdocuments required in 58 connection with the initial Purchase under Section 3.1 hereof the Seller shall only be obligated to pay out-of-pocket fees and expenses (including reasonable fees of Facility Agent's counsel plus disbursements incurred before and after the delivery of the letter agreement relating hereto) not exceeding $100,000. The Seller further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Assignment, and the other instruments Purchase Documents, including, without limitation, reasonable counsel fees and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities expenses in connection with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result enforcement of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in rights under this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements13.6(a).
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Usa Finance Inc)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Borrower shall reimburse the Administrative Agent for all documented reasonable out of pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including the reasonable fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender and the Administrative Agent for all reasonable fees, costs and expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Lender hereunder;
(ii) the issuance of Letters of Credit on behalf of the Borrower;
(iii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration hereof or thereof or their respective rights hereunder or thereunder;
(iv) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) the reasonable fees and out of pocket expenses of special counsel for the Lendersincluding any Litigation, with respect to the foregoingcontest, dispute, suit, case, proceeding or action, and of local counselany appeal or review thereof, if anyin connection with a case commenced by or against the Borrower, who the Servicer or any other Person that may be retained obligated to any Lender or the Administrative Agent by said special counsel with respect thereto, (d) virtue of the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(v) any attempt to enforce any remedies of a Lender or the Administrative Agent against the Borrower, the Servicer or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4vi) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vii) efforts to any suit (A) monitor the Advances, Letter of Credit Obligations or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralBorrower Obligations, (6B) costs evaluate, observe or assess the Originators, the Parent, the Borrower, the Member or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral; including all reasonable attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with attempting any appellate proceedings, and all reasonable expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 12.04, all of which shall be payable, on demand, by the Borrower to the applicable Lender or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such reasonable expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and reasonable expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes imposed by the jurisdiction under the laws of which such person is organized), gross receipts or franchise taxes and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Borrower agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Rexnord LLC)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Seller shall reimburse each Purchaser and the Administrative Agent for all documented Related Expenses fees, costs and all other expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Seller or any other Person on behalf of the Seller by any Purchaser of any payments for Purchases made by it hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and (except to the administration extent that such amendment, modification, waiver, consent or termination was requested by or on behalf of any Purchaser or the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (bAdministrative Agent) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Seller, any Purchaser, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Seller or any other Person that may be obligated to the foregoing, and Purchasers or the Administrative Agent by virtue of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of any Purchaser or the Administrative Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Purchases or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralSeller Secured Obligations, (6B) costs evaluate, observe or assess any Originator, the Seller or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller Collateral; including all reasonable attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 14.04, all of which shall be payable, on demand, by the Seller to the Conduit Purchaser, the Committed Purchaser or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of attorneys, accountants, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent indemnify and save each Lender Purchaser Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc)
Costs, Expenses and Taxes. Each Credit Party (a) The Borrower agrees to pay on demand all documented Related Expenses and all other of the out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration the Bank (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ the fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of out-of-pocket expenses of special the Bank's counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (dcounsel) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with the preparation, negotiation, execution and delivery of this Agreement, the Related Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including, without limitation, all amendments, supplements and waivers executed and delivered pursuant hereto or in connection herewith). The Borrower further agrees that the Bank, in its sole discretion, may deduct all such unpaid amounts from the aggregate proceeds of the Revolving Loans.
(b) The costs and expenses that the Bank incurs in any refinancing manner or way with respect to the following shall be part of the Liabilities, payable by the Borrower on demand if at any time after the date of this Agreement the Bank: (i) employs counsel for advice or other representation (A) with respect to the amendment or enforcement of this Agreement or the Related Documents, or with respect to any Collateral securing the Liabilities hereunder, (B) to represent the Bank in any work-out or any type of restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” Revolving Loans, or in any insolvency litigation, contest, dispute, suit or bankruptcy proceedingproceeding or to commence, (3) costs of commencing, defending defend or intervening in any litigation intervene or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by the Bank, the Borrower or any other Person) in bankruptcy any way or otherwiserespect relating to this Agreement, the Related Documents, the Borrower's affairs or any collateral securing the Liabilities hereunder or (C) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating enforce any of the Collateralrights of the Bank with respect to the Borrower; (ii) takes any action to protect, collect, sell, liquidate or otherwise dispose of any collateral securing the Liabilities hereunder; and/or (6iii) costs in connection with attempting seeks to enforce or enforcing any lien on or security interest in enforces any of the Collateral or any other rights under and remedies of the Loan DocumentsBank with respect to the Borrower. Without limiting the generality of the foregoing, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default expenses, costs, charges and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search include: fees, all title insurance premiumscosts and expenses of attorneys, all filing accountants and recording consultants; court costs and expenses; court reporter fees, costs and expenses; long distance telephone charges; telegram and telecopier charges; and expenses for travel, lodging and food.
(c) The Borrower further agrees to pay, and to save the Bank harmless from all reasonable travel expenses and liability for, any and all stamp and or other similar taxes and fees payable or determined to which may be payable in connection with or related to the execution and or delivery of this Agreement, the Loan Related Documents, and the borrowings hereunder, the issuance of the Revolving Note or of any other instruments and or documents provided for herein or delivered or to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to hereunder or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. connection herewith.
(d) All of the foregoing will Borrower's obligations provided for in this SECTION 13.4 shall be part Liabilities and shall survive repayment of the obligationsRevolving Loans, payable within five (5) Business Days of demand (unless any cancellation of the foregoing are to be paid at closing)Revolving Note, shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsany Related Document.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) Subject to the limitation set forth in Section 4.6(b), Borrower agrees to pay on demand all documented Related Expenses and all other of the Bank’s reasonable out of pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel) in connection with the preparation, execution, and delivery of this Agreement, the Related Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including, without limitation, all amendments, supplements and waivers executed and delivered pursuant hereto or in connection herewith). The Borrower further agrees that the Bank, in its sole discretion, and following notice to the Borrower may deduct all such unpaid amounts from the aggregate proceeds of the Loan.
(b) The Obligations shall include, and the Borrower shall pay to the Bank on demand, any and all reasonable costs, charges, fees and other expenses incurred by the Bank if the Bank, in its sole discretion, (i) employs counsel for the Lenders, advice or other representation (A) with respect to the foregoingamendment or enforcement of this Agreement or the Related Documents, and of local counsel, if any, who may be retained by said special counsel or with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Defaultcollateral securing the Obligations, (2B) costs in connection with any refinancing or restructuring of to represent the credit arrangements provided under this Agreement in the nature of a “work-out” or Bank in any insolvency litigation, contest, dispute, suit or bankruptcy proceedingproceeding or to commence, (3) costs of commencing, defending defend or intervening in any litigation intervene or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether in bankruptcy instituted by the Bank, the Borrower or otherwiseany other Person) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of way or respect relating to this Agreement, the Related Documents, the Borrower’s affairs, the Collateral or any other rights under collateral securing the Loan Documents, Obligations or (7C) to enforce any of the Bank’s rights with respect to the Borrower; (ii) takes any action to protect, collect, sell, liquidate or otherwise dispose of the Collateral any other collateral securing the Obligations hereunder (other than any action by Borrower against and determined adversely to Bank and/or its assigns for breach of any obligation of the “Bank” hereunder and/or under any Related Document); and/or (iii) seeks to enforce or enforces any of the Bank’s rights and remedies with respect to the Borrower. Without limiting the generality of the foregoing, such costs, charges, fees and expenses shall include:
(i) reasonable fees, costs and expenses of attorneys, accountants and consultants; court costs and expenses; court reporter fees, costs and expenses; long distance telephone charges; telecopier charges; and expenses for travel, lodging and food; and
(ii) any and all fees, costs, and expenses of whatever kind or nature reasonably incurred in connection with meeting the creation, preservation or protection of the Bank’s Liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any Credit Party taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to discuss such Event of Default the Collateral and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the course Bank’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of action or relating to be taken in connection therewith. In additionthe Collateral.
(c) The Borrower further agrees to pay, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of to save the Bank harmless from all liability for, any stamp or other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to which may be payable in connection with the execution and or delivery of this Agreement, the Loan Related Documents, and the borrowing hereunder, or the issuance of the Notes or of any other instruments and or documents provided for herein or delivered or to be he delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to hereunder or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. connection herewith.
(d) All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security Borrower’s obligations provided for the Secured Debt. The obligations described in this Section 11.5 will shall be Obligations, and shall survive repayment of any Loan, cancellation of any Note, or any termination of this Agreement or the restructuring of the financing arrangementsany Related Document.
Appears in 1 contract
Samples: Master Loan Agreement (Aar Corp)
Costs, Expenses and Taxes. Each Credit Party The Borrower agrees to pay on demand all documented Related Expenses and all other Loan Agreement Minolta Co., Ltd. QMS, Inc. reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Note, the Stock Pledge Agreements and the other instruments Loan Documents, including, without limitation, the reasonable fees and documents to be delivered hereunder; (b) extraordinary out-of-pocket expenses of Agent counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay after an Event of Default on demand all costs and expenses, if any (including reasonable counsel fees and expenses), (i) in connection with the administration enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Documents and Related Writings Note, the Stock Pledge Agreements and the other instruments and documents to be delivered hereunderLoan Documents, (c) the including, without limitation, reasonable counsel fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (in connection with the consultation enforcement of Borrowers during such times when no Event of Default existsrights under this SECTION 7.4; (ii) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-"work out” " or in any insolvency or bankruptcy proceeding, ; and (3iii) costs of in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party the Obligations, the Collateral, the Borrower and related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees (other than those taxes excluded pursuant to SECTION 2.9 (Taxes)) payable or determined to be payable in connection with the execution and delivery of this Agreement, the Loan DocumentsNote, the Stock Pledge Agreements and the other instruments and documents Loan Documents to be delivered hereunder, and agrees to hold Agent and each save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementstaxes.
Appears in 1 contract
Samples: Loan Agreement (QMS Inc)
Costs, Expenses and Taxes. Each Credit Party agrees Holding and the Issuer jointly and severally agree to pay on demand and, after the Effective Time, the Surviving Company will pay, upon consummation of the Offering, all documented Related Expenses and all other costs and expenses incident to the performance of Agenttheir obligations under this Agreement, including, but not limited to, all costs and expenses incident to (ai) administration its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Final Memorandum and any amend- ment or supplement thereto, any other marketing related materials and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Glasstech Entities and of Cahixx Xxxxxx & Xeinxxx, xxunsel for the Initial Purchaser, (v) preparation (including field examinationsprinting), travel issuance and out delivery to the Initial Purchaser of pocket expensesthe Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including but not limited to reasonable attorneys’ filing fees and expensesreasonable fees and disbursements of counsel to the Initial Purchaser relating thereto, (vii) its expenses and the cost of Agent any private or chartered jets in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Trustee including fees and expenses of counsel to the Trustee, (ix) all expenses and listing fees incurred in connection with the preparation, negotiation and closing application for quotation of the Loan Documents and Related Writings and Notes on PORTAL, (x) any fees charged by investment rating agencies for the administration rating of the Loan Documents Notes and Related Writings(xi) except as limited by Article VII, the collection all costs and disbursement of all funds hereunder expenses (including, without limitation, reasonable attorneys' fees and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent expenses), if any, in connection with the administration enforcement of this Agreement, the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral Securities or any other rights under the Loan Documents, agreement furnished pursuant hereto or (7) costs incurred thereto or in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection herewith or therewith. In addition, each Credit Party Holding and the Issuer and, after the Effective Time, the Surviving Company shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, transfer and other similar taxes and fees (but excluding any income, franchise, personal property, ad valorem or gross receipts taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, any of the Loan Documentsother Basic Documents or the issuance of the Securities, and shall save and hold the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying paying, or omission to pay pay, such taxes or fees unless (other than if such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured caused by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsInitial Purchaser).
Appears in 1 contract
Costs, Expenses and Taxes. (a) Each Credit Party of the Borrowers jointly and severally agrees to pay on demand all documented Related Expenses (i) the reasonable costs of producing and all reproducing this Agreement and the other costs agreements and expenses of Agent, including, but not limited toinstruments mentioned herein, (aii) administration any taxes (including field examinationsany interest and penalties in respect thereto) payable by (other than taxes based upon Fleet's net income) on or with respect to the transactions contemplated by this Credit Agreement (the Borrowers hereby jointly and severally agreeing to indemnify Fleet with respect thereto), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent (iii) all Attorneys' Fees incurred in connection with the preparation, negotiation and closing syndication, administration or interpretation of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other agreements and instruments mentioned herein, each closing hereunder, any amendments, modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of this Agreement or any of the other agreements and documents instruments mentioned herein upon payment in full in cash of all of the Obligations or pursuant to be delivered hereunder; any terms of this Agreement or any of the other agreements and instruments mentioned herein for providing for such cancellation, (biv) extraordinary the fees, expenses and disbursements of Agent Fleet or any of its affiliates incurred by Fleet or such affiliate in connection with the preparation, syndication, administration or interpretation of the Loan Documents Credit Agreement and Related Writings any other agreements and the other instruments mentioned herein, including all engineering, appraisal and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateralexamination charges, and (ev) costs all reasonable out-of-pocket expenses (including without limitation reasonable attorneys' fees and costs, which attorneys may be employees of settlement Fleet, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by Agent Fleet in connection with (A) the enforcement of or preservation of rights under any of this Agreement or any of the other agreements and instruments mentioned herein against the Borrowers or the Parent or the administration thereof after the occurrence of a Default or Event of Default, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a), and (B) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Fleet's relationship with the Borrowers or the Parent. Prior to the occurrence of an Event of Default, including but not limited Fleet may from time to time conduct audits of the Borrowers and the Parent at their own expense in accordance with Section 5.06. The covenants of this Section 8.04(a) shall survive satisfaction and payment of the Advances and termination of this Agreement.
(1b) If any payment of principal of, or Conversion of, any Eurodollar Advance is made by any Borrower to Fleet other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06 or Section 2.09, the Borrowers shall, upon demand by Fleet, pay to Fleet for Fleet's account any amounts required to compensate Fleet for any additional losses, costs in enforcing or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any obligation loss, cost or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available expense incurred by reason of such Event the liquidation or reemployment of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion deposits or other pleadings in any legal proceeding relating funds acquired by Fleet to any Credit Party and related to fund or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss maintain such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsAdvance.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) The Company agrees to pay on demand all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of the Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Notes and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) including, without limitation, the reasonable fees and out of out-of-pocket expenses of special outside counsel for the Lenders, Agent with respect thereto and with respect to advising the foregoingAgent as to its rights and responsibilities under this Agreement, and all out-of-pocket costs and expenses of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect Lenders, if any (including, without limitation, reasonable fees and preserve the Collateral, and (e) costs expenses of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a partyoutside counsel for each Lender), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Documents, Notes and the other instruments and documents to be delivered hereunderhereunder including, without limitation, reasonable fees and agrees to hold expenses of outside counsel for the Agent and each Lender harmless from and against in connection with the enforcement of rights under this Section 10.04(a).
(b) If any and all liabilities with respect payment of principal of any Eurodollar Rate Advance is made by any Borrower to or resulting from any delay in paying or omission to pay for the account of a Lender other than on the last day of the Interest Period for such taxes or fees unless such delay or omission is the Advance, as a result of the gross negligence or the willful misconduct of Agent or any Lender. All a payment pursuant to Section 2.09(b), acceleration of the foregoing will be part maturity of the obligationsNotes pursuant to Section 6.01 or for any other reason, payable within five such Borrower shall, upon demand by such Lender (5) Business Days with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (unless any excluding loss of anticipated profits), cost or expense incurred by reason of the foregoing are liquidation or reemployment of deposits or other funds acquired by any Lender to be paid fund or maintain such Advance. Each Lender demanding payment of such amount shall provide, at closing)the time of making such demand, the applicable Borrower and the Agent with reasonable details, including the basis for the calculation thereof, of such increase, provided that, in the absence of manifest error, the amount so notified shall be accompanied by reasonably detailed invoices, conclusive and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsbinding upon such Borrower.
Appears in 1 contract
Samples: Credit Agreement (Olin Corp)
Costs, Expenses and Taxes. Each Credit Party The Company agrees to pay on demand (without duplication), all documented Related Expenses and all other of the following fees, costs and expenses of Agent, including, but not limited to, incurred by the Bank:
(ai) administration (including field examinations), travel all reasonable costs and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent expenses in connection with the negotiation, preparation, negotiation printing, typing, reproduction, execution and closing delivery of the Loan Documents and Related Writings any and all other documents furnished pursuant hereto or in connection herewith, including without limitation the reasonable fees and out-of-pocket expenses of Messrs. Xxxxx & Xxxxxxx, special counsel to the Bank, as well as the fees and out-of-pocket expenses of such counsel in connection with the foregoing and the administration of this Agreement, (ii) all reasonable costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments or modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, including without limitation the reasonable fees and out-of-pocket expenses of counsel retained by the Bank relative thereto (or, but not as well as, the reasonable allocated costs of staff counsel), (iii) all UCC and Lien search fees and costs and all fees and taxes payable in connection with the filing or recording of any Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunderor financing statements; (biv) extraordinary all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of Agent the Bank), if any, incurred in connection with the administration and enforcement of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (v) all costs and expenses incurred by the Bank in conducting an independent audit or review by the Bank's internal staff of the Loan Documents books and Related Writings records of the Company and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Company shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, transfer and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents, and or the other instruments and documents to be delivered hereunderissuance of the Notes, or the making of the Loans, and agrees to save and hold Agent and each Lender the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying paying, or omission to pay pay, such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lendertaxes. All Any portion of the foregoing will be part fees, costs and expenses which remains unpaid following the Bank's statement and request for payment thereof shall bear interest from the date of such statement and request to the obligationsdate of payment at a per annum rate equal to the Default Rate, payable within five (5) Business Days of demand (unless any of that the foregoing are to be paid at closing), Bank shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsentitled to rely thereon.
Appears in 1 contract
Samples: Credit Agreement (Escalade Inc)
Costs, Expenses and Taxes. Each Credit Party Borrower agrees to pay on demand all documented Related Expenses and all other costs and expenses of AgentBank, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent Bank in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; , (b) extraordinary expenses of Agent Bank in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the LendersBank, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, and (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders Bank to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent Bank after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien Lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party Borrower to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lenderfees. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any days of the foregoing are to be paid at closing), shall be accompanied receipt by reasonably detailed invoicesBorrower of demand, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 10.4 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 1 contract
Samples: Credit and Security Agreement (Ctpartners Executive Search LLC)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to its obligations under Article XIII, the Seller Parties jointly and severally agree to pay on demand demand:
(a) all documented Related Expenses and all other reasonable costs and expenses incurred by the Agents, any Liquidity Bank, any Purchaser and their respective Affiliates in connection with:
(i) the negotiation, preparation, execution and delivery of Agentthis Agreement, the other Transaction Documents or the Liquidity Agreement, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement by any of the foregoing Persons of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, but not limited towithout limitation, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Documents, (4) costs of taking any other action Transaction Documents in or connection with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateralforegoing, and
(6ii) costs in connection with attempting to enforce or enforcing any lien on or security interest in any the administration (including periodic auditing as provided for herein) of this Agreement and the Collateral or any other rights under the Loan Transaction Documents, or including, without limitation, all reasonable out-of-pocket expenses (7) costs including reasonable fees and expenses of independent accountants), incurred in connection with meeting with any Credit Party review of any Seller Party’s books and records either prior to discuss such Event of Default the execution and the course of action delivery hereof or pursuant to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Section 7.2(g) or 7.1(c)(iii); and
(b) all stamp and other similar taxes and fees payable or reasonably determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments Transaction Documents (and documents Seller Parties, jointly and severally agree to be delivered hereunder, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closingand fees), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Gulf Corp /De/)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Section 14.1, Borrower agrees to pay on demand demand:
(1) all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of incurred by the Administrator, the Liquidity Agent, includingLender, but not limited to, (a) administration (including field examinations), travel each Liquidity Provider and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of the Collateral Agent in connection with the negotiation, preparation, negotiation execution and closing delivery of this Agreement, the Lender Note, the other Transaction Documents (including any amendments or modifications or of supplements to the Liquidity Agreement or Program Documents entered into directly related to this Agreement) and any amendments, consents or waivers executed in connection therewith, including, without limitation (A) the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the Loan Documents foregoing or in advising such Persons as to their respective rights and Related Writings remedies under any of the Transaction Documents, the Liquidity Agreement or (to the extent directly related to this Agreement) the Program Documents, and (B) subject to Section 9.1.3, all reasonable out-of-pocket expenses (including reasonable fees and expenses of independent accountants) incurred in connection with any audit of Borrower’s or the Servicer’s books and records, and (ii) all out-of-pocket costs and expenses incurred by the Administrator, the Liquidity Agent, Lender, each Liquidity Provider and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Collateral Agent in connection with the administration of enforcement of, or any actual or claimed breach of, this Agreement, the Loan Documents and Related Writings and Lender Note, the other instruments and documents Transaction Documents, the Liquidity Agreement and, to be delivered hereunderthe extent directly related to this Agreement, the Program Documents (c) including any amendments or modifications of or supplements to the Program Documents directly related to this Agreement), including, without limitation, the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, Persons incurred in connection therewith; and
(2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan Notes, the other Transaction Documents, and or (to the other instruments and documents extent directly related to be delivered hereunderthis Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under the other provisions of this Agreement, the Borrower agrees to pay on demand pay:
(a) within 15 Business Days after receipt of a written invoice therefor: all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of incurred by the Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with (i) the negotiation, preparation, negotiation execution and closing delivery of this Agreement, the Loan other Transaction Documents and Related Writings and or the Liquidity Agreement (subject to the limitations set forth in the Fee Letter), or (ii) the administration of the Loan Transaction Documents and Related Writingsprior to an Event of Default including, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunderwithout limitation, (cA) the reasonable fees and out of pocket expenses of special a single law firm acting as counsel for to the Lenders, Agent and the Lenders incurred in connection with respect to any of the foregoing, and (B) subject to the limitations set forth in the Fee Letter and in Section 7.1(c), the reasonable fees and expenses of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement independent accountants incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing review of any Loan Party's books and records either prior to or restructuring after the execution and delivery hereof;
(b) within 15 Business Days after receipt of a written invoice therefor: all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of counsel and independent accountants) incurred by each of the credit arrangements provided under this Agreement Lenders, the Agent and the Liquidity Banks in connection with the nature negotiation, preparation, execution and delivery of any amendment or consent to, or waiver of, any provision of the Transaction Documents which is requested or proposed by any Loan Party (whether or not consummated), the administration of the Transaction Documents following an Event of Default (or following a “work-out” waiver of or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating consent to any Credit Party and related to Event of Default), or arising out of the transactions contemplated hereby or enforcement by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession foregoing Persons of, or liquidating any actual or claimed breach of, this Agreement or any of the Collateralother Transaction Documents, including, without limitation, (6i) costs in connection with attempting the reasonable fees and expenses of counsel to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs such Persons incurred in connection with meeting any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any Credit Party to discuss such Event of Default the foregoing, and (ii) the course reasonable fees and expenses of action to be taken independent accountants incurred in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees with any review of any Loan Party's books and reasonable fees records or valuation of other professionals, all lien search the Receivables and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Related Assets; and
(c) upon demand: all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments Transaction Documents (and documents The Borrower, jointly and severally agree to be delivered hereunder, and agrees to hold Agent and -44- indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closingand fees), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 1 contract
Samples: Credit and Security Agreement (Packaging Corp of America)
Costs, Expenses and Taxes. Each Credit Party agrees The Company and the Guarantors, jointly and severally, agree to pay on demand all documented Related Expenses and all other costs and expenses incident to the performance of Agenttheir obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (ai) administration the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Final Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to the Initial Purchasers in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including field examinationsprinting), travel issuance and out delivery to the Initial Purchasers of pocket expensesthe Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including but not limited to reasonable attorneys’ filing fees and expensesfees and disbursements of counsel to the Initial Purchasers relating thereto, (vii) expenses in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of Agent the trustee including fees and expenses of counsel, (ix) all expenses and listing fees incurred in connection with the preparation, negotiation and closing application for quotation of the Loan Documents and Related Writings and Notes on PORTAL, (x) any fees charged by investment rating agencies for the administration rating of the Loan Documents Notes, (xi) the disbursements (excluding road show related and Related Writingsprinting expenses) of the Initial Purchasers in an amount not to exceed $150,000 and (xii) except as limited by Article VII, the collection all costs and disbursement of all funds hereunder expenses (including, without limitation, reasonable attorneys' fees and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent expenses), if any, in connection with the administration enforcement of this Agreement, the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral Notes or any other rights under the Loan Documents, agreement furnished pursuant hereto or (7) costs incurred thereto or in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection herewith or therewith. In addition, each Credit Party the Company shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, transfer and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the Loan Documentsissuance of the Notes, and the other instruments shall save and documents to be delivered hereunder, and agrees to hold Agent and each Lender Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying paying, or omission to pay pay, such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lendertaxes. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.27
Appears in 1 contract
Samples: Securities Purchase Agreement (Paxson Communications Corp)
Costs, Expenses and Taxes. Each Credit Borrower and Account Party agrees agree jointly and severally to pay on demand by Issuing Bank all documented Related Expenses reasonable costs, expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent incurred or assessed by Issuing Bank in connection with the preparation, negotiation execution and closing delivery of this Agreement, the Letter of Credit (including any extensions thereof), the Related Documents and any other documents which may be delivered in connection with this Agreement and the Letter of Credit, Issuing Bank's review of documentation and taking of actions regarding, and any on-going costs and expenses relating to the continuing obligations of Borrower or Account Party under this Agreement, the granting of any extension of the Loan Letter of Credit, any waiver or amendment or the giving of any consent under, this Agreement, the Related Documents and Related Writings and the administration such instruments or any transfer of the Loan Documents and Related WritingsLetter of Credit, including, without limitation, the collection reasonable fees and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary out-of-pocket expenses of Agent counsel for Issuing Bank with respect thereto and with respect to advising Issuing Bank as to its rights and responsibilities under this Agreement, all reasonable costs and expenses, including without limitation the reasonable fees and out-of-pocket expenses of counsel for Issuing Bank, if any, in connection with the administration enforcement of the Loan Documents this Agreement and Related Writings and the such other instruments and documents to which may be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewithAgreement. In addition, each Credit Borrower and Account Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsLetter of Credit (including any extensions thereof), the Related Documents and the such other instruments documents and documents Borrower and Account Party agree jointly and severally to be delivered hereunder, and agrees to hold Agent and each Lender save Issuing Bank harmless from and against any and all liabilities with respect to or resulting from any delay by Borrower or Account Party in paying or omission to pay such taxes or and fees. Issuing Bank agrees promptly to notify Borrower and Account Party of any such taxes and fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing which are to be paid at closing), shall be accompanied incurred by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsBank.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including periodic internal audits by the Administrator of the Loan Documents and Related Writings and the administration Pool Receivables) of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder other Transaction Documents and the other instruments documents and documents agreements to be delivered hereunder; hereunder (band all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including:
(i) extraordinary Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of Agent the Administrator, the Issuer and their respective Affiliates and successors and permitted assigns in connection with the administration enforcement of the Loan Documents and Related Writings this Agreement and the other instruments Transaction Documents; provided, however, that the Seller shall not be responsible for such preparation, execution, delivery and documents to be delivered hereunder, administration costs and expenses (c) including the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default existsAttorney Costs) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights parties who become "Purchasers" under the Loan Documents, or Liquidity Agreement if the Purchase Limit does not exceed $65,000,000.
(7b) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents or agreements to be delivered hereunder, and agrees to hold Agent and save each Lender Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase Agreement (JLG Industries Inc)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to its obligations under Article XIII, Seller Parties jointly and severally agree to pay on demand demand:
(a) all documented Related Expenses and all other costs and expenses incurred by the Administrator, the Relationship Bank, the Credit Bank, the Collateral Agent, any Liquidity Bank and the Purchaser and their respective Affiliates in connection with
(i) the negotiation, preparation, execution and delivery of Agentthis Agreement, the other Transaction Documents or the Liquidity Agreement, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, but not limited towithout limitation, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Documents, (4) costs of taking any other action Transaction Documents in or connection with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateralforegoing, and
(6ii) costs in connection with attempting to enforce or enforcing any lien on or security interest in any the administration (including periodic auditing as provided for herein) of this Agreement and the Collateral or any other rights under the Loan Transaction Documents, or including, without limitation, all reasonable out-of-pocket expenses (7) costs including reasonable fees and expenses of independent accountants), incurred in connection with meeting with any Credit Party review of any Seller Party's books and records either prior to discuss such Event of Default the execution and the course of action delivery hereof or pursuant to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Section 7.02(g) or 7.01(c)(iii); and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments Transaction Documents (and documents Seller Parties, jointly and severally agree to be delivered hereunder, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closingand fees), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party agrees (a) Subject to pay on demand the terms of Section 7.05(b) hereof, the Borrower shall reimburse the Administrative Agent for all documented reasonable out of pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including the reasonable fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender and the Administrative Agent for all fees, reasonable costs and expenses, including the fees, costs and expenses of Agentcounsel or other advisors for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Lender hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration hereof or thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) the reasonable fees and out of pocket expenses of special counsel for the Lendersincluding any Litigation, with respect to the foregoingcontest, dispute, suit, case, proceeding or action, and of local counselany appeal or review thereof, if anyin connection with a case commenced by or against the Borrower, who the Servicer or any other Person that may be retained obligated to any Lender or the Administrative Agent by said special counsel with respect thereto, (d) virtue of the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of a Lender or the Administrative Agent against the Borrower, the Servicer or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Advances or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralBorrower Obligations, (6B) costs evaluate, observe or assess the Originators, the Parent, the Borrower, the Member or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral; including all attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 12.04, all of which shall be payable, on demand, by the Borrower to the applicable Lender or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes imposed by the jurisdiction under the laws of which such person is organized), gross receipts or franchise taxes and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Borrower agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Vertis Inc)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Servicer, as part of its duties and obligations for which it receives the Servicer Fee, shall reimburse each Purchaser and the Administrative Agent for all documented out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including the fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the Conduit Purchaser, the Committed Purchaser and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Seller or any other Person on behalf of the Seller by any Purchaser of any payments for Purchases made by it hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Seller, the Conduit Purchaser, the Committed Purchaser, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Seller or any other Person that may be obligated to the foregoing, and Purchaser or the Administrative Agent by virtue of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of the Conduit Purchaser, the Committed Purchaser or the Administrative Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Purchases or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralSeller Secured Obligations, (6B) costs evaluate, observe or assess the Originators, the Seller or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller Collateral; including all attorneys' and other professional and service providers' fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this SECTION 14.04, all of which shall be payable, on demand, by the Seller to the Conduit Purchaser, the Committed Purchaser or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, attorneys, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding franchise and income taxes) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Daisy Parts Inc)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted under Section 9.01 hereof, the Seller agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including periodic auditing and other activities contemplated in Section 5.01(g)) of this Agreement or any other Program Document, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, CNAI, XXXXXX, Citibank, N.A. and their respective Affiliates, partners, shareholders and directors with respect thereto and with respect to advising the Agent, CNAI, XXXXXX, Citibank, N.A. and their respective Affiliates as to their rights and remedies under this Agreement, and all costs and expenses, if any (including reasonable counsel fees and expenses), of the Loan Documents and Related Writings and the administration of the Loan Documents and Related WritingsAgent, CNAI, the collection Investors, the Banks and disbursement their respective Affiliates, in connection with the enforcement of all funds hereunder this Agreement and the other instruments documents and documents agreements to be delivered hereunder; .
(b) extraordinary In addition, the Seller shall in connection the transactions contemplated by the Program Documents pay on demand all costs and expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, rating agencies' rating XXXXXX'x debt securities.
(c) The Seller shall pay any present or future sales, stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payments made hereunder or deposit from Collections hereunder or from the reasonable fees and out of pocket expenses of special counsel for the Lendersexecution, delivery or registration of, performing under, or otherwise with respect to the foregoingto, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring other Program Documents (hereinafter referred to as "Taxes").
(d) The Seller shall indemnify the Agent, each Investor and each Bank for and hold it harmless against the full amount of Taxes imposed on or paid by the financing arrangementsAgent, such Investor or such Bank and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or other Taxes were correctly or legally asserted. This indemnification shall be made promptly upon the Agent, such Investor or such Bank making a written demand therefor (with a copy to the Agent).
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the ------------------------- rights of Indemnification under Article XII hereof, the Borrower agrees to pay on upon demand all documented Related Expenses and all other reasonable costs and expenses of Agentand taxes (excluding Income Taxes) incurred by the Lenders, including, but not limited to, the Deal Agents or the Collateral Agent (a"Other Costs") administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent ----------- in connection with the preparationadministration (including periodic auditing, negotiation Rating Agency requirements, modification and closing amendment) of the Loan Basic Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary , including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender, the Deal Agent and the Collateral Agent with respect thereto and with respect to advising the Lenders, the Deal Agent or the Collateral Agent as to its rights and remedies under the Basic Documents and the other agreements executed pursuant hereto. The Borrower further agrees to pay within five Business Days after demand all reasonable costs, counsel fees and expenses in connection with the administration enforcement (whether through negotiation, legal proceedings or otherwise) of the Loan Basic Documents and Related Writings and the other instruments agreements and documents to be delivered hereunder, (c) the including, without limitation, reasonable counsel fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring the enforcement of the credit arrangements provided rights under this Agreement Section 14.03 in accordance with the nature provisions of a “work-out” or Article VI to the extent that funds are available therefor in any insolvency or bankruptcy proceeding, accordance therewith.
(3b) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes and fees (subject to Section 3.01(k)) payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documents, and Basic Documents or the other instruments agreements and documents to be delivered hereunder, and agrees to hold Agent indemnify and save each Lender harmless Indemnified Party from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is and fees.
(c) In the result of event that the gross negligence or the willful misconduct of Deal Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless determines that any of the foregoing costs referred to in paragraphs (a) or (b) above were in any part incurred on behalf of, or are attributable to the actions of, borrowers or sellers under Other Funding Agreements, the Borrower shall have no liability hereunder in excess of the Borrower's Share of such costs.
(d) If the Borrower or the Servicer fails to perform any agreement or obligation contained herein, any Lender, the Collateral Agent or the Deal Agent may (but shall not be paid at closing)required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of such party incurred in connection therewith shall be accompanied by reasonably detailed invoices, and shall be secured payable by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsparty which has failed to so perform upon such party's demand therefor.
Appears in 1 contract
Samples: Receivables Funding and Servicing Agreement (Consumer Portfolio Services Inc)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Articles II and X, the Borrower agrees to pay on demand demand:
(a) (i) all documented Related Expenses and all other reasonable costs and expenses of incurred by the Administrative Agent, includingthe Managing Agents and the Lenders, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the negotiation, preparation, negotiation execution and closing delivery or the administration (including periodic auditing) of this Agreement, the Notes, the other Transaction Documents, and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of counsel to any of such Persons incurred in connection with any of the Loan foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Agreement) the Program Documents, and Related Writings (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Borrower or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, and (ii) all costs and expenses incurred by the Administrative Agent, the Managing Agents and the administration of the Loan Documents and Related WritingsLenders, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of enforcement of, or any breach of, this Agreement, the Loan Documents and Related Writings and Notes, the other instruments Transaction Documents and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), including, without limitation, the fees and documents expenses of counsel to be delivered hereunderany of such Persons incurred in connection therewith, (c) including, without limitation, with respect to each Issuer, the cost of rating the Commercial Paper Notes by the Rating Agencies and the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, each Issuer; and
(db) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsNotes, and the other instruments and documents Transaction Documents or (to be delivered hereunderthe extent related to this Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Loan Agreement (Horton D R Inc /De/)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Articles II and X, the Borrower agrees to pay on demand demand:
(i) all documented Related Expenses and all other reasonable costs and expenses of Agentincurred by the Administrative Agent and the Lenders, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the negotiation, preparation, negotiation execution and closing delivery or the administration (including periodic auditing) of this Agreement, the Notes, the other Transaction Documents, and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of counsel to any of such Persons incurred in connection with any of the Loan foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Agreement) the Program Documents, and Related Writings (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Borrower or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, and (ii) all costs and expenses actually incurred by the Administrative Agent and the administration of the Loan Documents and Related WritingsLenders, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of enforcement of, or any breach of, this Agreement, the Loan Documents and Related Writings and Notes, the other instruments and documents Transaction Documents and, to be delivered hereunderthe extent related to this Agreement, the Program Documents (c) including any amendments or modifications of or supplements to the reasonable Program Documents entered into in connection herewith), including, without limitation, the fees and out of pocket expenses of special counsel for the Lendersto any of such Persons incurred in connection therewith, including without limitation, with respect to the foregoingIssuer, and the cost of local counsel, if any, who may be retained rating the Commercial Paper Notes by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent Rating Agencies and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees out-of-pocket expenses of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and counsel to the Issuer; and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsNotes, and the other instruments and documents Transaction Documents or (to be delivered hereunderthe extent related to this Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Loan Agreement (American Home Mortgage Investment Corp)
Costs, Expenses and Taxes. Each Credit Party The Borrower agrees to pay on ----------- ------------------------- demand all documented Related Expenses the reasonable fees (not to exceed $50,000 in connection with the preparation, execution and all other costs delivery of the Financing Documents) and out-of- pocket expenses of AgentMessrs. Xxxxxxxx, includingXxxxx & Xxxxxx, but not limited to, (a) administration (including field examinations), travel counsel for the Agent and out of pocket expenses, including but not limited to the reasonable attorneys’ fees and expenses, out-of-pocket expenses of any local counsel retained by the Agent in connection with the preparation, negotiation execution and closing delivery, administration (excluding expenses of any Lender's sale of a participation in or sale or assignment of all or a portion of such Lender's Commitment or Loans other than any such sale pursuant to Sections 2.2.3 or 2.9.7) of the Loan Financing -------------- ----- Documents and Related Writings the reasonable fees and out-of-pocket expenses of counsel and other than Fleet's initial sale or assignment of a portion of Fleet's Commitment and Loans, as to which the Borrower shall pay up to $25,000 of legal and other costs and expenses of Fleet and the administration Substituted Lender of the Loan Financing Documents and Related Writingsthe Loans. The Borrower agrees to pay on demand all reasonable costs and expenses (including without limitation reasonable attorneys' fees) incurred by the Agent and/or any Lender, upon or after the collection occurrence and disbursement during the continuance of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses any Default or Event of Agent Default, if any, in connection with the administration enforcement of any of the Loan Financing Documents and Related Writings and the other instruments and documents to be delivered hereunderany amendments, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenderswaivers, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel or consents with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Financing Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold save the Lenders and the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay fees, except those resulting from the Lenders' or omission is the result of the Agent's gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsmisconduct.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) The Borrower agrees to pay on demand all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other instruments and documents to be delivered hereunder; hereunder (b) extraordinary except that the Borrower shall not pay the costs of Lenders other than Agent with respect to their review, negotiation or execution of this Agreement and any amendments hereto except as set forth below), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses) of the Lenders, in connection with the administration enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents and Related Writings this Agreement and the other instruments and documents to be delivered hereunder, (cincluding, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a) and the reasonable fees and out costs of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (documentation prepared in connection with the consultation administration, "workout", or modification of Borrowers this Agreement during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence continuance of an Event of Default.
(b) If any payment of principal of any Eurocurrency Advance or any Conversion thereof to an Advance of another Type is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, including but not limited as a result of a payment pursuant to (1) costs in enforcing any obligation Section 2.02(b)(i), acceleration of the maturity of the Advances pursuant to Section 8.01 or in foreclosing against the Collateral or other security or exercising or enforcing for any other right reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or remedy available expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of such Event the liquidation or reemployment of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion deposits or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or funds acquired by any of the Loan Documents, Lender to fund or maintain such Advance.
(4c) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and The Borrower agrees to indemnify and hold harmless the Agent and each Lender harmless and their directors, officers, employees and agents (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities with respect and reasonable costs and expenses incurred by the Indemnified Party, including, without limitation, reasonable attorneys fees, arising out of claims made by any Person in any way relating to the transactions contemplated hereby, but excluding therefrom all costs, expenses, losses, claims, damages and liabilities arising out of or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsan Indemnified Party.
Appears in 1 contract
Samples: Credit Agreement (Lecroy Corp)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification under Article XII hereof, the Seller agrees to pay upon demand all costs and expenses and taxes (excluding income taxes) incurred by the Purchaser, the Operating Agent or the Collateral Agent in connection with the administration (including periodic auditing, Rating Agency requirements, modification and amendment) of this Agreement, the Related Documents and the other documents to be delivered hereunder. The Seller further agrees to pay on demand fees and out-of-pocket expenses of counsel for the Purchaser, the Operating Agent and the Collateral Agent whether incurred before or after the Effective Date with respect thereto and with respect to advising the Purchaser, the Operating Agent or the Collateral Agent as to its rights and remedies under this Agreement, the Related Documents and the other agreements executed pursuant hereto. The Seller further agrees to pay on demand all documented Related Expenses and all other costs costs, counsel fees and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparationenforcement (whether through negotiation, negotiation and closing legal proceedings or otherwise) of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Related Documents and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments agreements and documents to be delivered hereunder, (c) the reasonable including, without limitation, counsel fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring the enforcement of the credit arrangements provided rights under this Agreement Section 14.03 in accordance with the nature provisions of a “work-out” or Article VI to the extent that funds are available therefor in accordance therewith.
(b) In addition, the Seller shall pay on demand any insolvency or bankruptcy proceedingand all stamp, (3) costs of commencingsales, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or excise and other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) taxes (other than a suit among the Lenders to which no Company is a party), (5income taxes) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of this Agreement, the Loan Documents, and Related Documents or the other instruments agreements and documents to be delivered hereunder, and agrees to hold Agent indemnify and save each Lender harmless Indemnified Party from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is and fees.
(c) In the result of event that the gross negligence or the willful misconduct of Operating Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless determines that any of the foregoing costs referred to in paragraphs (a) or (b) above were in any part incurred on behalf of, or are attributable to the actions of, borrowers or sellers under Other Purchase Agreements, the Seller shall have no liability hereunder in excess of the Seller's Share of such costs.
(d) If the Seller or the Servicer fails to perform any agreement or obligation contained herein, the Purchaser, the Collateral Agent or the Operating Agent may (but shall not be paid at closing)required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of such party incurred in connection therewith shall be accompanied by reasonably detailed invoices, and shall be secured payable by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsparty which has failed to so perform upon such party's demand therefor.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (New Pameco Georgia Corp)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Section 7.2, the Borrower agrees to pay on demand solely from amounts received by it pursuant to clause thirteenth of Section 4.6(b):
(a) all documented Related Expenses and all other reasonable costs and expenses (including reasonable attorneys' fees and expenses incurred at or before any trial or on appeal or otherwise) incurred by the Administrative Agent, the Surety Provider, the Standby Servicer, the Liquidity Agent, the Collateral Agent, each Program Support Provider, the Lender and each Parallel Lender and their respective Affiliates in connection with (1) any actual or proposed amendment or waiver of, or consent under, this Agreement or any Related Document, whether or not consummated requested by the Borrower or the Servicer, (2) any actual or proposed assignment of, sale of Agentparticipation interests on, or increase in the amount of, the commitments of the Liquidity Banks under the Liquidity Agreement, whether or not consummated, or (3) the enforcement of, or any breach of, this Agreement and the other Related Documents, including, but not limited to, without limitation (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (ci) the reasonable fees and out of pocket expenses of special outside counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, Persons incurred (2A) costs in connection with any refinancing or restructuring of the credit arrangements provided foregoing or (B) in advising such Persons as to their respective rights and remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Related Documents, and (4ii) costs all reasonable out-of-pocket expenses (including reasonable fees and expenses of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a partyindependent accountants), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event review of Default the Borrower's book and the course of action to be taken records in connection therewith. In additionwith the enforcement of, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of or any breach of, this Agreement or the other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Related Documents; and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution any filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Related Documents which is determined to be delivered hereundernecessary or advisable, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Warehouse Loan and Security Agreement (Financial Pacific Co)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations -------------------------- under Section 16.1, Seller agrees to pay on demand demand: ------------
(i) all documented Related Expenses and all other reasonable costs and expenses of incurred by the Agent, includingPurchaser, but not limited to, (a) administration (including field examinations), travel the Liquidity Banks and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent the Program Support Providers in connection with the negotiation, preparation, negotiation execution and closing delivery of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and this Agreement the other instruments Transaction Documents (including any amendments or modifications or of supplements to the Program Documents entered into directly related to this Agreement) and documents to be delivered hereunder; (b) extraordinary expenses of Agent any amendments, consents or waivers executed in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereundertherewith, including, without limitation (cA) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, Transaction Documents or (7to the extent directly related to this Agreement) costs the Program Documents and (B) all reasonable out-of-pocket expenses (including reasonable fees and expenses of independent accountants) incurred in connection with meeting with any Credit Party to discuss such Event audit of Default Seller's or Servicer's books and records permitted hereunder and (ii) all costs and expenses incurred by the Agent, Purchaser, the Liquidity Banks and the course Program Support Providers in connection with the enforcement, or any actual or claimed breach, of action this Agreement, the other Transaction Documents and, to be taken the extent directly related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents directly related to this Agreement), including, without limitation, the reasonable fees and expenses of counsel to any of such Persons incurred in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and ;
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan other Transaction Documents, or (to the extent directly related to this Agreement) the Program Documents, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Seller shall reimburse each Purchaser and the Administrative Agent for all documented out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including all out-of-pocket expenses of the Administrative Agent and the Purchasers incurred in connection with their field audits and due diligence and the reasonable fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the Conduit Purchaser, the Committed Purchaser and the Administrative Agent for all fees, costs and expenses, including the reasonable fees, costs and expenses of Agentcounsel actually incurred and the fees, includingcosts and expenses of other advisors (including environmental and management consultants and appraisers) for advice, but not limited assistance, or other representation in connection with:
(i) the forwarding to the Seller or any other Person on behalf of the Seller by any Purchaser of any payments for Purchases made by it hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Seller, the Conduit Purchaser, the Committed Purchaser, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Seller or any other Person that may be obligated to the foregoing, and Purchaser or the Administrative Agent by virtue of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of the Conduit Purchaser, the Committed Purchaser or the Administrative Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Purchases or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralSeller Secured Obligations, (6B) costs evaluate, observe or assess the Parent, the Originator, the Seller or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller Collateral; including all attorneys' and other professional and service providers' fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 14.04, all of which shall be payable, promptly on demand, by the Seller to the Conduit Purchaser, the Committed Purchaser or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, attorneys, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and promptly on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Avondale Inc)
Costs, Expenses and Taxes. Each Credit Party In addition to the obligations of the Originators under Article IX, each Originator, severally and for itself alone, agrees to pay on demand demand:
(a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable Attorney Costs for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Buyer’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents to be delivered hereunder; (bii) extraordinary reasonable accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of Agent the Buyer’s rights hereunder incurred in connection with the administration and maintenance of the Loan Documents this Agreement or advising any such Person as to their rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other Transaction Document;
(b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights under the Loan Documentshereunder all reasonable out-of-pocket costs and expenses (including reasonable Attorney Costs), or (7) costs of any such Person incurred in connection with meeting with the enforcement of any Credit Party to discuss such Event of Default their respective rights or remedies under the provisions of this Agreement and the course of action to be taken in connection therewith. In additionother Transaction Documents; and
(c) all stamp, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp franchise and other similar taxes Taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Purchase and each Lender harmless from and Sale Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, Taxes and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Owens & Minor Inc/Va/)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to its obligations under Article XIII, the Seller Parties jointly and severally agree to pay on demand demand:
(a) all documented Related Expenses and all other costs and expenses incurred by the Agents, any Liquidity Bank, any Purchaser and their respective Affiliates in connection with:
(i) the negotiation, preparation, execution and delivery of Agentthis Agreement, the other Transaction Documents or the Liquidity Agreement, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement by any of the foregoing Persons of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, but not limited towithout limitation, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Documents, (4) costs of taking any other action Transaction Documents in or connection with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateralforegoing, and
(6ii) costs in connection with attempting to enforce or enforcing any lien on or security interest in any the administration (including periodic auditing as provided for herein) of this Agreement and the Collateral or any other rights under the Loan Transaction Documents, or including, without limitation, all reasonable out-of-pocket expenses (7) costs including reasonable fees and expenses of independent accountants), incurred in connection with meeting with any Credit Party review of any Seller Party’s books and records either prior to discuss the execution and delivery hereof but subject to the provisions of the Fee Letter or pursuant to Section 7.1(c), subject to the limitations set forth in such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Section 7.1(c); and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement or the Loan Documents, other Transaction Documents (and the other instruments Seller Parties, jointly and documents severally agree to be delivered hereunder, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees).
(c) all losses, costs and expenses incurred by the Purchasers or fees unless such delay the Agents in connection with or omission is the as a result of the gross negligence any failure to make a timely payment or the willful misconduct deposit, including, without limitation, by reason of Agent any mechanical delay in or any Lender. All malfunction of the foregoing will be Fedwire system or due to an error on the part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement initiating or the restructuring of the financing arrangementsreceiving bank.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lennox International Inc)
Costs, Expenses and Taxes. Each Credit Party In addition to the obligations of the Originators under Article IX, each Originator, for itself alone, agrees to pay on demand demand:
(a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the Attorney Costs for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Buyer’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents to be delivered hereunder; (bii) extraordinary accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of Agent the Buyer’s rights hereunder incurred in connection with the administration and maintenance of the Loan Documents this Agreement or advising any such Person as to their rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other Transaction Document;
(b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights under the Loan Documentshereunder all reasonable out-of-pocket costs and expenses (including Attorney Costs), or (7) costs of any such Person incurred in connection with meeting with the enforcement of any Credit Party to discuss such Event of Default their respective rights or remedies under the provisions of this Agreement and the course of action to be taken in connection therewith. In additionother Transaction Documents; and
(c) all stamp, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp franchise and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Purchase and each Lender harmless from and Sale Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on within 5 Business Days of demand (which demand shall be accompanied by documentation thereof in reasonable detail) (i) all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agentincurred by the Issuer, including, but not limited to, (a) administration (including field examinations), travel the Administrator and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent PNC Capital Markets LLC in connection with the preparation, negotiation execution and closing delivery of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder other Transaction Documents and the other instruments documents and documents agreements to be delivered hereunder; hereunder (band all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), (ii) extraordinary to the extent provided in Section 1(h) of Exhibit IV, periodic audits by the Administrator and its Affiliate, and PNC Capital Markets LLC, of the Pool Receivables, (iii) Attorney Costs of the Issuer, the Administrator and PNC Capital Markets LLC with respect to advising the Issuer, the Administrator and PNC Capital Markets LLC as to their rights and remedies under this Agreement and the other Transaction Documents, and (iv) all reasonable out-of-pocket costs and expenses (including Attorney Costs), if any, of Agent the Issuer, the Administrator and PNC Capital Markets LLC in connection with the administration enforcement of the Loan Documents and Related Writings this Agreement and the other instruments and documents to be delivered hereunder, Transaction Documents.
(cb) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees with 5 Business Days of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents or agreements to be delivered hereunder, and agrees to hold Agent and save each Lender Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Articles II and X, the Borrower agrees to pay on demand demand:
(i) all documented Related Expenses and all other out-of-pocket costs and expenses of incurred by the Administrative Agent, includingthe Managing Agents and the Lenders, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the negotiation, preparation, negotiation execution and closing delivery or the administration (including periodic auditing) of this Restated Loan Agreement, the Notes, the other Transaction Documents, and, to the extent related to this Restated Loan Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Restated Loan Documents Agreement) the Program Documents, and Related Writings (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Borrower or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, and (ii) all costs and expenses incurred by the Administrative Agent, the Managing Agents and the administration of the Loan Documents and Related WritingsLenders, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of enforcement of, or any actual or claimed breach of, this Restated Loan Agreement, the Loan Documents and Related Writings and Notes, the other instruments Transaction Documents and, to the extent related to this Restated Loan Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), including, without limitation, the fees and documents expenses of counsel to be delivered hereunderany of such Persons incurred in connection therewith including without limitation, (c) with respect to each Issuer, the cost of rating the Commercial Paper Notes by the Rating Agencies and the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, each Issuer; and
(db) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Restated Loan Agreement, the Loan DocumentsNotes, and the other instruments and documents Transaction Documents or (to be delivered hereunderthe extent related to this Restated Loan Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Loan Agreement (Pulte Homes Inc/Mi/)
Costs, Expenses and Taxes. Each Credit Party agrees (a) The Obligors agree to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation issuance, delivery, filing, recording, and closing administration of this Agreement, the Loan Documents Letters of Credit and Related Writings any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent Fronting Bank incurred in connection with the administration preparation and negotiation of this Agreement, the Loan Documents Letters of Credit and Related Writings any document delivered in connection therewith and all costs and expenses incurred by the other instruments and documents to be delivered hereunderAdministrative Agent (and, in the case of clause (ciii) the or (iv) below, any Bank) (including reasonable fees and out of pocket expenses of special counsel for counsel) in connection with (i) the Lenderstransfer, with respect drawing upon, change in terms, maintenance, renewal or cancellation of the Letters of Credit, (ii) any and all amounts which the Administrative Agent or any Bank has paid relative to the foregoing, and Administrative Agent's or such Bank's curing of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no any Event of Default exists) of any third party consultant deemed necessary by Agent and resulting from the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation acts or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring omissions of the credit arrangements provided Obligors under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceedingRelated Document, (3iii) costs the enforcement of, or protection of commencingrights under, defending this Agreement or intervening in any litigation Related Document (whether through negotiations, legal proceedings or in filing a petitionotherwise), complaint, answer, motion (iv) any action or other pleadings in any legal proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Fronting Bank from paying any amount under the Letters of Credit Party and related or (v) any waivers or consents or amendments to or arising out in respect of this Agreement or the transactions contemplated hereby or Letters of Credit requested by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewithObligors. In addition, each Credit Party the Obligors shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsLetter of Credit or any of such other documents, and agree to save the other instruments and documents to be delivered hereunderFronting Bank, and agrees to hold the Administrative Agent and each Lender the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.
(b) If any payment of principal of, or fees unless Conversion of, any LIBOR Rate Advance is made other than on the last day of the Interest Period for such delay or omission is the LIBOR Rate Advance, as a result of the gross negligence a payment or the willful misconduct of Agent Conversion or any Lender. All acceleration of the foregoing will be part maturity of the obligationsBonds pursuant to Section 6.02 or for any other reason, payable within five the Obligors shall, upon demand by any Bank (5) Business Days with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (unless any including loss of anticipated profits), cost or expense incurred by reason of the foregoing are liquidation or reemployment of deposits or other funds acquired by any Bank to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement fund or the restructuring of the financing arrangementsmaintain such LIBOR Rate Advance.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (South Jersey Industries Inc)
Costs, Expenses and Taxes. Each Credit Party (a) PM Companies agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, administration (excluding any cost or expenses for administration related to the Agent's overhead), modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) including, without limitation, the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, Agent with respect thereto and with respect to advising the foregoingAgent as to its rights and responsibilities under this Agreement, and all costs and expenses of local counselthe Lenders and the Agent, if anyany (including, who may be retained by said special without limitation, reasonable counsel with respect thereto, (d) fees and expenses of the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent Lenders and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a partyAgent), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents, this Agreement and the other instruments and documents to be delivered hereunder.
(b) If any payment of principal of any Adjusted CD Rate Advance or Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.10, acceleration of the maturity of the Advances pursuant to Section 6.01, an assignment made as a result of a demand by PM Companies pursuant to Section 10.07(a) or for any other reason, PM Companies shall, upon demand by any Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Without prejudice to the survival of any other agreement of any Borrower or PM Companies hereunder, the agreements and agrees obligations of each Borrower and PM Companies contained in Section 2.02(c), 2.08, 2.10(b)(ii) or (c), 2.11 or this Section 10.04(b) shall survive the payment in full of principal and interest hereunder.
(c) Each Borrower and the Guarantor jointly and severally agree to indemnify and hold harmless the Agent and each Lender harmless and each of their respective affiliates, control persons, directors, officers, employees, attorneys and agents (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party, in each case in connection with respect or arising out of, or in connection with the preparation for or defense of, any investigation, litigation, or proceeding (i) related to any transaction or resulting proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by any Borrower, whether or not such Indemnified Party is a party to such transaction or (ii) related to any Borrower's or the Guarantor's entering into this Agreement, or to any actions or omissions of any Borrower or the Guarantor, any of their respective subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in connection therewith, in each case Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 49 whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or proceeding is brought by the Guarantor or any Borrower or any other Person; provided, however, that neither any Borrower nor the Guarantor shall be required to indemnify any such Indemnified Party from or against any delay portion of such claims, damages, losses, liabilities or expenses that is found in paying or omission a final, non-appealable judgment by a court of competent jurisdiction to pay such taxes or fees unless such delay or omission is the result of have resulted from the gross negligence or the willful wilful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementssuch Indemnified Party.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (Philip Morris Companies Inc)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Articles II and X, the Borrower agrees to pay on demand demand:
(i) all documented Related Expenses and all other reasonable costs and expenses of Agentincurred by the Administrative Agent and the Lenders, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the negotiation, preparation, negotiation execution and closing delivery or the administration (including periodic auditing) of this Agreement, the Notes, the other Transaction Documents, and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of counsel to any of such Persons incurred in connection with any of the Loan foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Agreement) the Program Documents, and Related Writings (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Borrower or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, and (ii) all costs and expenses incurred by the Administrative Agent and the administration of the Loan Documents and Related WritingsLenders, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession enforcement of, or liquidating any breach of, this Agreement, the Notes, the other Transaction Documents and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), including, without limitation, the fees and expenses of counsel to any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs such Persons incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and ; and
(b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsNotes, and the other instruments and documents Transaction Documents or (to be delivered hereunderthe extent related to this Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Loan Agreement (Horton D R Inc /De/)
Costs, Expenses and Taxes. Each Credit Party In addition to the obligations of the Originator under ARTICLE IX, the Originator agrees to pay on demand demand:
(a) all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including periodic auditing of the Loan Documents and Related Writings and the administration Receivables) of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Liquidity Agreement, the Receivables Purchase Agreement and the other instruments documents and documents agreements to be delivered hereunder; hereunder or in connection herewith, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Receivables Purchase Agreement and the other documents and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, Attorney Costs for the Company, the Agent, the Insurer, the Purchasers and their respective Affiliates and agents with respect thereto and with respect to advising the Company, the Agent, the Insurer, the Purchasers and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and all reasonable costs and expenses, if any (b) extraordinary expenses including Attorney Costs), of Agent the Company, the Agent, the Insurer, the Purchasers and their respective Affiliates and agents, in connection with the administration enforcement of the Loan Documents and Related Writings this Agreement and the other instruments and documents to be delivered hereunder, Transaction Documents; and
(cb) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents or agreements to be delivered hereunder, and agrees to hold Agent save each Purchase and each Lender Sale Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted under this Agreement, each Seller agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including periodic auditing of Receivables by an independent accounting firm pursuant to Section 4.01(g)) of, and searches and filings in respect of, this Agreement, the Loan other Transaction Documents and Related Writings the other documents and the administration of the Loan Documents and Related Writingsagreements to be delivered hereunder or thereunder, including, without limitation, the collection reasonable fees and disbursement disbursements of counsel for the Administrative Agent, each Managing Agent, and each Purchaser with respect thereto and advising the Administrative Agent, each Managing Agent and each Purchaser as to its rights and remedies hereunder. Each Seller further agrees to pay on demand all funds hereunder costs and expenses, if any (including, without limitation, reasonable counsel fees and disbursements) of each Owner, the Administrative Agent, each Managing Agent or any Affiliate thereof, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Transaction Documents and the other instruments and documents to be delivered hereunder; in connection herewith or therewith.
(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall Seller agrees to pay reasonable attorneys’ fees and reasonable fees of any present or future stamp or documentary taxes or any other professionalsexcise or property taxes, all lien search and title search feescharges or similar levies that arise from any payment made hereunder or from the execution, all title insurance premiumsdelivery or registration of, all filing and recording feesor otherwise with respect to, all reasonable travel expenses this Agreement, any other Transaction Document, or any other document or instrument delivered in connection herewith or therewith (but excluding income taxes and any and all stamp and other similar excise or property taxes and fees payable or determined to be payable in connection with imposed on the execution and delivery Buyer's ownership of the Loan DocumentsReceivable Assets, such non-excluded taxes being hereinafter referred to as "OTHER TAXES"). Each Seller shall indemnify each Indemnified Party for and hold it harmless against the full amount of Other Taxes (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section 7.04(b)) imposed on or paid by such Indemnified Party and any liability (including penalties, additions to tax, interest and expenses other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the than those incurred as a result of actions by such Indemnified Party constituting the gross negligence or the willful misconduct of Agent such Indemnified Party except to the extent such actions shall have been approved by or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are directed to be paid at closing), taken by such Seller or the Buyer's Servicer) arising therefrom or with respect thereto whether or not such Other Taxes were correctly or legally asserted. This indemnification shall be accompanied by reasonably detailed invoices, and shall be secured by made within 30 days from the Collateral and other security for date such Indemnified Party makes written demand therefor (with a copy to the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsAdministrative Agent).
Appears in 1 contract
Samples: Receivables Contribution and Sale Agreement (Worldcom Inc)
Costs, Expenses and Taxes. Each Credit (a) In addition to the ------------------------- rights of indemnification under Article VII hereof, each Originating Party ----------- agrees to pay pay, jointly and severally, on demand demand, all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution and closing delivery (including periodic auditing, filing searches and any requested amendments, waivers or consents) of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other instruments documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Buyer and its assignees with respect hereto and thereto and with respect to advising the Buyer and its assignees as to its rights and remedies hereunder and thereunder, and the other agreements executed pursuant hereto and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder; hereunder or in connection herewith.
(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Originating Party shall pay reasonable attorneys’ fees on demand, jointly and reasonable fees of other professionalsseverally, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments agreements and documents to be delivered hereunderhereunder or in connection herewith, or of any other agreement or document providing liquidity support, credit enhancement or other similar support to EFCC in respect of the transactions contemplated hereby or by the EFCC Agreement, and agrees to hold Agent indemnify the Buyer and each Lender harmless from and its assignees against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Lease Receivables Sale and Contribution Agreement (Bankvest Capital Corp)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the rights of indemnification granted to the Purchaser pursuant to Article VIII hereof, each Seller jointly and severally agrees to pay on demand all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent the Purchaser in connection with the preparation, negotiation execution and closing delivery of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other instruments documents and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents agreements to be delivered hereunder, (c) and any amendments or waivers hereof, including, without limitation, the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, Purchaser with respect thereto and with respect to advising the foregoing, Purchaser as to its rights and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after remedies under this Agreement following the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation Termination or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such an Incipient Event of DefaultTermination, and each Seller jointly and severally agrees to pay all costs and expenses, if any (2) costs including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other documents to be delivered hereunder excluding, however, any refinancing costs of enforcement or restructuring collection of Transferred Receivables which are not paid on account of the credit arrangements provided under this Agreement in the nature of a “work-out” insolvency, bankruptcy or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating financial inability to any Credit Party and related to or arising out pay of the transactions contemplated hereby or by any of the Loan Documents, applicable Obligor.
(4b) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall Seller jointly and severally agrees to pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents or agreements to be delivered hereunder, and each Seller agrees to hold Agent and save each Lender Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party agrees (a) Thomson and the Borrower agree to pay on demand all documented Related Expenses and all other costs and reasonable expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation issuance, delivery, filing, recording, and closing administration of this Agreement, the Loan Documents Extensions of Credit and Related Writings any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable legal fees and expenses of Lxxxxx & Wxxxxxx LLP and any other counsel for the Non-Canadian Administrative Agent and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Canadian Administrative Agent incurred in connection with the administration preparation, due diligence, administration, syndication and negotiation of this Agreement, the Loan Documents Extensions of Credit and Related Writings any document delivered in connection therewith and all costs and expenses incurred by each Administrative Agent (and, in the other instruments case of clause (iii) or (iv) below, any Lender) (including reasonable legal fees and documents to expenses of, in the absence of conflicts of interest, one counsel in each jurisdiction and such specialist counsel as may be delivered hereunderreasonably requested) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement, the Extensions of Credit, (cii) any and all amounts which the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Administrative Agents or any Lender has paid relative to the foregoingNon-Canadian Administrative Agent’s, and the Canadian Administrative Agent’s or such Lender’s curing of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no any Event of Default exists) resulting from the acts or omissions of any third party consultant deemed necessary by Agent and Thomson or the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided Borrower under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceedingother Loan Document, (3iii) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession enforcement of, or liquidating any protection of the Collateralrights under, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other rights under the Loan DocumentsDocument (whether through negotiations, legal proceedings or otherwise), or (7iv) costs incurred any waivers or consents or amendments to or in connection with meeting with any respect of this Agreement or the Extensions of Credit Party to discuss such Event of Default and the course of action to be taken in connection therewithrequested by a Borrower. In addition, each Credit Party Thomson or the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, recording, registration and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsExtensions of Credit or any of such other documents, and agree to save the other instruments Administrative Agents and documents to be delivered hereunder, and agrees to hold Agent and each Lender the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Where this Agreement or fees unless any other Loan Document requires Thomson or any Borrower to reimburse the Administrative Agents or any Lender for any costs or expenses, Thomson or the Borrower shall also at the same time pay and indemnify any such delay Administrative Agent or omission is the result Lender against all VAT, goods and services tax or similar taxes incurred by such Administrative Agents or Lender in respect of the gross negligence costs or expenses to the willful misconduct of extent that Non-Canadian Administrative Agent, the Canadian Administrative Agent or any Lender. All Lender reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the foregoing will be part VAT.
(b) If any payment of principal of, or Conversion of, any LIBOR Rate Loan is made other than on the last day of the obligationsInterest Period for such LIBOR Rate Loan, payable within five as a result of a payment or Conversion pursuant to Section 7.02 or for any other reason, the Borrower shall, upon written demand by any Non-Canadian Lender (5) Business Days with a copy of such demand to the Non-Canadian Administrative Agent), pay to the Non-Canadian Administrative Agent for the account of such Non-Canadian Lender any amounts required to compensate such Non-Canadian Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (unless any including loss of anticipated profits), cost or expense incurred by reason of the foregoing are liquidation or reemployment of deposits or other funds acquired by any Lender to be paid at closingfund or maintain such LIBOR Rate Loan.
(c) If any payment of principal of, or Conversion of, any LIBOR Rate Loan is made other than on the last day of the Interest Period for such LIBOR Rate Loan, as a result of a payment or Conversion pursuant to Section 7.02 or for any other reason, the Canadian Borrower shall, upon written demand by any Canadian Lender (with a copy of such demand to the Canadian Administrative Agent), shall be accompanied by reasonably detailed invoices, and shall be secured by pay to the Collateral and other security Canadian Administrative Agent for the Secured Debt. The obligations described in this Section 11.5 will survive account of such Canadian Lender any termination amounts required to compensate such Canadian Lender for any additional losses, costs or expenses which it may reasonably incur as a result of this Agreement such payment or the restructuring Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the financing arrangementsliquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Rate Loan.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Thomson Corp /Can/)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to the obligations of the Originators under Article IX, the Originators, individually and not jointly and severally, agree to pay on demand demand: 31 127299818\V-5
(a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including (i) the reasonable and documented Attorney Costs for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Buyer’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents to be delivered hereunder; (bii) extraordinary reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third party beneficiary of Agent the Buyer’s rights hereunder incurred in connection with the administration and maintenance of the Loan Documents this Agreement or advising any such Person as to their rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other Transaction Document;
(b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights under the Loan Documentshereunder all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented Attorney Costs), or (7) costs of any such Person incurred in connection with meeting with the enforcement of any Credit Party to discuss such Event of Default their respective rights or remedies under the provisions of this Agreement and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, Transaction Documents; and
(c) all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be Other Taxes payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Sale and each Lender harmless from and Contribution Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsTaxes.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) The Borrower agrees to pay on demand (i) all documented Related Expenses and all other costs and out-of-pocket expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent the Agents in connection with the syndication, preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings the other documents to be delivered under the Loan Documents, including, without limitation, (A) all due diligence, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and out-of-pocket expenses of counsel for the Agents with respect thereto and with respect to advising the Agents as to their rights and responsibilities, or the perfection, protection or preservation of rights or interests under the Loan Documents, and with respect to negotiations with the Borrower regarding any Default or event or circumstance that may give rise to any Default, and (ii) all costs and expenses of the Agents and the administration Lender Parties, if any (including, without limitation, reasonable counsel fees and expenses, which may include, without limitation, the reasonable allocated costs and expenses of in-house counsel; provided, however, that the fees of in-house counsel shall not be reimbursable to the extent they are duplicative or redundant of those of outside counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In additionincluding, each Credit Party shall pay without limitation, reasonable attorneys’ counsel fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery enforcement of rights under this Section 8.04(a).
(b) If any payment of principal of, or Rollover of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period relating to such Advance, as a result of a payment or Rollover pursuant to Section 2.12 or acceleration of the Loan Documentsmaturity of the Notes pursuant to Section 6.01 or for any other reason, and the other instruments and documents Borrower shall, upon demand by such Lender Party (with a copy of such demand to be delivered hereunderthe Administrative Agent), and agrees pay to hold the Administrative Agent and each for the account of such Lender harmless from and against Party any and all liabilities with respect amounts required to compensate such Lender Party for any additional losses, costs or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the expenses which it may reasonably incur as a result of the gross negligence such payment or the willful misconduct Rollover, including, without limitation, any loss (including loss of Agent anticipated profits), costs or any Lender. All expense incurred by reason of the foregoing will be part liquidation or reemployment of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are deposits or other funds acquired by such lender to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement fund or the restructuring of the financing arrangementsmaintain such Advance.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) The Borrower agrees to pay the Agent and each Issuing Bank on demand all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel the Agent and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent such Issuing Bank in connection with the preparation, negotiation negotiation, approval, execution, delivery, filing, recording, administration, modification and closing amendment of the Loan Documents and Related Writings the other documents to be delivered under the Loan Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of special and local counsel for the Agent and such Issuing Bank with respect thereto and with respect to advising the Agent and such Issuing Bank as to its rights and responsibilities under the Loan Documents and the administration other documents to be delivered hereunder and thereunder and of any financial advisor to the Agent. The Borrower further agrees to pay on demand (i) all costs and expenses, if any, of the Agent, each Issuing Bank or any Bank in connection with the enforcement (whether through negotiations or legal proceedings, in bankruptcy, reorganization or other insolvency proceedings or otherwise) of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred including, without limitation, reasonable counsel fees and expenses in connection with meeting with any Credit Party to discuss such Event the enforcement of Default rights under this Section 9.04(a), and the course of action to be taken (ii) all costs and expenses in connection therewith. In additionwith appraisals, each Credit Party shall pay reasonable attorneys’ fees valuations, audits and reasonable fees of other professionalssearch reports, all lien search insurance and title search feescosts, all title insurance premiums, and all filing and recording feesfees required hereby or associated with any enforcement of rights or remedies specified in clause (i).
(b) If any payment of principal of, all reasonable travel expenses and or conversion of, any and all stamp and Eurodollar Rate Advance or Existing Debt Obligation is made other similar taxes and fees payable than on the last day of an Interest Period relating to such Advance or determined Existing Debt Obligation, as a result of a payment (including, without limitation, any payment pursuant to be payable in connection with the execution and delivery Section 2.09) or conversion pursuant to Section 2.08 or 2.11 or acceleration of the Loan Documentsmaturity of the Notes pursuant to Section 7.01 or for any other reason, and the other instruments and documents Borrower shall, upon demand by any Bank (with a copy of such demand to be delivered hereunderthe Agent), and agrees pay to hold the Agent and each Lender harmless from and against for the account of such Bank any and all liabilities with respect amounts required to compensate such Bank for any additional losses (including loss of anticipated profits), costs or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the expenses which it may reasonably incur as a result of the gross negligence such payment or the willful misconduct of Agent conversion, including, without limitation, any loss, cost or any Lender. All expense incurred by reason of the foregoing will be part liquidation or reemployment of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are deposits or other funds acquired by such Bank to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement fund or the restructuring of the financing arrangementsmaintain such Advance.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the ------------------------- rights of indemnification granted under Section 3.01 hereof, the Transferor agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including periodic auditing of Receivables) of this Agreement, any transfer agreement or similar agreement relating to the Loan Documents and Related Writings and the administration transfer of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder interests in Receivables and the other instruments documents and agreements to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Agent, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and all costs and expenses, if any (including reasonable counsel fees and expenses) of the Agent, the Transferees and their respective Affiliates and agents, in connection with the enforcement of this Agreement, and the other documents and agreements to be delivered hereunder; .
(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party The Transferor shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents or agreements to be delivered hereunder, and . The Transferor agrees to hold Agent and save each Lender Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or and fees, any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral all stamp and other security for taxes and fees payable in connection with the Secured Debt. The obligations described in this Section 11.5 will survive any termination execution, delivery, filing and recording of this Agreement or the restructuring of the financing arrangementsother documents or agreements to be delivered hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Alco Standard Corp)
Costs, Expenses and Taxes. Each Credit Party agrees to The Company shall pay on demand all documented Related Expenses and all other the reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of the Administrative Agent in connection with the negotiation, preparation, negotiation execution, delivery, administration (exclusive of general overhead expenses), amendment, waiver and closing enforcement of this Agreement and any other Loan Document and any matter related thereto, and any litigation or dispute with respect thereto (including any bankruptcy or similar proceedings, but excluding any litigation or dispute among the Loan Documents and Related Writings Administrative Agent and the administration of Banks). The Company shall pay on demand the Loan Documents reasonable costs and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent each Bank (other than the Administrative Agent) in connection with the administration enforcement of this Agreement (including any amendment or waiver arising during the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence existence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing and any other right Loan Document and any matter related thereto, and any litigation or remedy available dispute with respect thereto (including any bankruptcy or similar proceeding, but excluding any litigation or dispute among the Administrative Agent and the Banks); provided that such Banks agree to engage separate legal counsel and other outside experts only to the extent reasonably appropriate to advise such Bank with respect to its rights and obligations hereunder or thereunder and to use its best efforts to cause such legal counsel and outside experts to avoid duplicative efforts overlapping those of legal counsel and experts engaged by reason the Administrative Agent. The costs and expenses covered by this Section shall include without limitation filing fees, search fees, appraisal fees and other out-of-pocket expenses, the reasonably estimated allocated costs and expenses of such Event in-house appraisers, legal counsel and legal staff and other professional services, and the reasonable fees and out-of-pocket expenses of Defaultany legal counsel, (2) costs independent public accountants and other outside experts. With respect to any litigation, arbitration or reference between the parties hereto in connection with any refinancing or restructuring Loan Document, the losing party shall pay to the prevailing party the reasonable fees and out-of-pocket expenses of legal counsel to the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken prevailing party in connection therewith. In addition, each Credit Party The Company shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp documentary and other similar taxes (other than income or gross receipts taxes generally applicable to banks) and all costs, expenses, fees and charges payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the this Agreement, any other Loan Documents, and the Document or any other instruments and documents instrument or writing to be delivered hereunderhereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and agrees to shall reimburse, hold Agent harmless and indemnify the Administrative Agent, each Bank and each Lender harmless Participant from and against any and all liabilities loss, liability or legal or other expense with respect to or resulting from any delay in paying or omission failure to pay such taxes any tax, cost, expense, fee or fees unless such delay charge or omission is the result that any of them may suffer or incur by reason of the gross negligence or failure of the willful misconduct Company to perform any of Agent its obligations under this Agreement or any LenderLoan Document. All The Company shall pay all reasonable fees and expenses of a qualified independent expert engaged by the Administrative Agent (and approved by the Company in its reasonable discretion) for the purpose of preparing for the Administrative Agent and the Banks a current value balance sheet of the foregoing will be part Company and the Subsidiaries as of the obligationsend of each Fiscal Year, payable within five and agrees (5subject to the execution by such expert of an appropriate confidentiality agreement) Business Days to provide such expert access during normal business hours to all books, records and properties of demand (unless the Company that are reasonably necessary in connection with the preparation of such balance sheet and otherwise cooperate with such expert; provided that the Company shall not be obligated to do any of the foregoing are with respect to be paid at closing)a Fiscal Year if the Administrative Agent has been furnished by a source other than the Company, shall be accompanied by without restriction (other than customary confidentiality requirements) on its ability to distribute the same to the Banks, with a current value balance sheet of the Company for such Fiscal Year that is reasonably detailed invoicesacceptable in form to the Administrative Agent. Any amount payable to the Administrative Agent, any Bank or Participant under this Section 11.3 shall, from the date of demand for payment, and shall be secured by any other amount payable to the Collateral and other security for Administrative Agent or any Participant under the Secured Debt. The obligations described Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the rate in this Section 11.5 will survive any termination of this Agreement or effect under the restructuring of the financing arrangementsNotes with respect to Prime Rate Advances.
Appears in 1 contract
Samples: Acquisition Term Loan Agreement (Tic Acquisition LLC)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to its obligations under Article XIII, the Seller Parties jointly and severally agree to pay on demand demand:
(a) all documented Related Expenses and all other reasonable costs and expenses incurred by the Administrative Agent, any Liquidity Bank, the Purchaser and their respective Affiliates in connection with:
(i) the negotiation, preparation, execution and delivery of Agentthis Agreement, the other Transaction Documents or the Liquidity Agreement, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement by any of the foregoing Persons of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, but not limited towithout limitation, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Persons incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” foregoing or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating advising such Persons as to any Credit Party their respective rights and related to or arising out of the transactions contemplated hereby or by remedies under any of the Loan Documents, (4) costs of taking any other action Transaction Documents in or connection with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateralforegoing, and
(6ii) costs in connection with attempting to enforce or enforcing any lien on or security interest in any the administration (including periodic auditing as provided for herein) of this Agreement and the Collateral or any other rights under the Loan Transaction Documents, or including, without limitation, all reasonable out-of-pocket expenses (7) costs including reasonable fees and expenses of independent accountants), incurred in connection with meeting with any Credit Party review of any Seller Party's books and records either prior to discuss such Event of Default the execution and the course of action delivery hereof or pursuant to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and Section 7.2(g) or 7.1(c)(iii); and
(b) all stamp and other similar taxes and fees payable or reasonably determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments Transaction Documents (and documents Seller Parties, jointly and severally agree to be delivered hereunder, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closingand fees), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangements.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Gulf Corp /De/)
Costs, Expenses and Taxes. Each Credit Party (a) The Borrower agrees to pay on demand (i) all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel the Agent and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent the Arranger in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration syndication of the Loan Documents and Related WritingsRevolving Commitments (including, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunderwithout limitation, (cA) all reasonable due diligence, transportation, appraisal, audit, search, filing and recording fees and expenses and (B) the reasonable fees and out of pocket expenses of special counsel for the LendersAgent with respect thereto, with respect to advising the foregoingAgent as to its rights and responsibilities, and or the perfection, protection or preservation of local counselrights or interests, if anyunder the Loan Documents, who may be retained by said special counsel with respect thereto, (d) the hiring to negotiations with any Loan Party or retention (with the consultation of Borrowers during such times when no Event of Default exists) other creditors of any third party consultant deemed necessary by Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs Lender Parties in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any enforcement of the Loan Documents, (4) costs of taking whether in any other action in or with respect to any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (whether in bankruptcy or otherwise) (other than a suit among including, without limitation, the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees expenses of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with counsel for the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender Party with respect thereto).
(b) The Borrower agrees to indemnify and hold harmless the Agent, the Arranger and each Lender Party and each of their Affiliates and their officers, directors, employees, attorneys, agents and advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with respect or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or resulting in connection with (i) this Agreement, the Loan Documents or the transactions contemplated hereby or the use of proceeds of Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the Indemnified Party's gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the willful misconduct Agent, the Arranger, any Lender Party, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, advisors or agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Loan Document or the actual or proposed use of the proceeds of the Advances.
(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.8, acceleration of the maturity of the Advances pursuant to Section 7.1 or for any other reason, the Borrower shall, upon written demand by such Lender Party (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. A certificate of such Lender Party setting forth in reasonable detail the basis for such losses, costs or expenses and the computation thereof shall be conclusive and binding for all purposes, absent manifest error.
(d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Agent or any Lender. All Lender Party, in its sole discretion.
(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and obligations of the foregoing will be part Borrower contained in Sections 2.8, and 2.10 and this Section 9.4 shall survive the payment in full of the obligationsprincipal, interest and all other amounts payable within five (5) Business Days of demand (unless hereunder and under any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsLoan Documents.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party (a) The Seller agrees to pay on demand all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery and closing administration (including periodic auditing fees as provided for in SECTION 5.01(c) and any requested amendments, waivers or consents) of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Triple-A Purchase Agreement, the collection and disbursement of all funds hereunder ING Purchase Agreement and the other instruments documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for Triple-A, ING and the Collateral Agent with respect thereto and with respect to advising Triple-A, ING and the Collateral Agent as to its rights and remedies under this Triple-A Purchase Agreement or the ING Purchase Agreement, and the other agreements executed pursuant hereto and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Triple-A Purchase Agreement, the ING Purchase Agreement and the other agreements and documents to be delivered hereunder; .
(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp stamp, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Triple-A Purchase Agreement, the Loan Documents, and ING Purchase Agreement or the other instruments agreements and documents to be delivered hereunder, and agrees to hold Agent indemnify the Collateral Agent, Triple-A, ING and each Lender harmless from and their respective assignees against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party agrees In addition to the obligations of the Originators under Article IX, the Originators, jointly and severally, agree to pay on demand demand:
(a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including (i) the reasonable and documented Attorney Costs for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Buyer’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents to be delivered hereunder; (bii) extraordinary reasonable accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of Agent the Buyer’s rights hereunder incurred in connection with the administration and maintenance of the Loan Documents this Agreement or advising any such Person as to their rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other Transaction Document;
(b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights under the Loan Documentshereunder all reasonable out-of-pocket costs and expenses (including reasonable Attorney Costs), or (7) costs of any such Person incurred in connection with meeting with the enforcement of any Credit Party to discuss such Event of Default their respective rights or remedies under the provisions of this Agreement and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, Transaction Documents; and
(c) all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be Other Taxes payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Sale and each Lender harmless from and Contribution Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsTaxes.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Labcorp Holdings Inc.)
Costs, Expenses and Taxes. Each Credit Party The Borrower agrees to pay on demand all documented Related Expenses and all other reasonable costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writingsthis Agreement, the collection and disbursement of all funds hereunder Note, the Stock Pledge Agreements and the other instruments Loan Documents, including, without limitation, the reasonable fees and documents to be delivered hereunder; (b) extraordinary out-of-pocket expenses of Agent counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay after an Event of Default on demand all costs and expenses, if any (including reasonable counsel fees and expenses), (i) in connection with the administration enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Documents and Related Writings Note, the Stock Pledge Agreements and the other instruments and documents to be delivered hereunderLoan Documents, (c) the including, without limitation, reasonable counsel fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (in connection with the consultation enforcement of Borrowers during such times when no Event of Default existsrights under this Section 7.3; (ii) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-"work out” " or in any insolvency or bankruptcy proceeding, ; and (3iii) costs of in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party the Obligations, the Collateral, the Borrower and related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees (other than those taxes excluded pursuant to Section 2.9 (Taxes)) payable or determined to be payable in connection with the execution and delivery of this Agreement, the Loan DocumentsNote, the Stock Pledge Agreements and the other instruments and documents Loan Documents to be delivered hereunder, and agrees to hold Agent and each save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementstaxes.
Appears in 1 contract
Samples: Loan Agreement (QMS Inc)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Seller shall reimburse each Purchaser and the Administrative Agent (collectively) for all documented out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including the reasonable fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the Conduit Purchaser, the Committed Purchaser and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Seller or any other Person on behalf of the Seller by any Purchaser of any payments for Purchases made by it hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
(iii) any Litigation, contest or dispute (whether instituted by the Seller, the Conduit Purchaser, the Committed Purchaser, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Seller or any other Person that may be obligated to the foregoing, and Purchaser or the Administrative Agent by virtue of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events;
(iv) any attempt to enforce any remedies of the Conduit Purchaser, the Committed Purchaser or the Administrative Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Purchases or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralSeller Secured Obligations, (6B) costs evaluate, observe, audit or assess (1) the Originator, Holding, the Seller or the Servicer or their respective affairs or (2) compliance with the terms of any of the Related Documents, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller Collateral; including all attorneys' and other professional and service providers' fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 14.4, all of which shall be payable, on demand, by the Seller to the Conduit Purchaser, the Committed Purchaser or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Advancepcs)
Costs, Expenses and Taxes. Each Credit Party (a) In addition to the obligations of the Originators under Article IX, each Originator, severally and for itself alone, and NuStar Energy, jointly and severally with each Originator, agrees to pay on demand all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement (or any supplement or amendment hereto) related to this Agreement and the other instruments Transaction Documents (together with all amendments, restatements, supplements, consents and documents waivers, if any, from time to be delivered hereunder; time hereto and thereto), including, without limitation, (bi) extraordinary the reasonable Attorney Costs for the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) and any of its Affiliates with respect thereto and with respect to advising any such Person as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and out-of-pocket expenses for the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of Agent the Buyer’s rights thereunder) and any of its Affiliates and the fees and charges of any nationally recognized statistical rating agency incurred in connection with the administration and maintenance of this Agreement or advising the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Loan Documents Buyer’s rights thereunder) as to its rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewithTransaction Document. In addition, each Credit Party shall Originator, severally and for itself alone, and NuStar Energy, jointly and severally with each Originator agrees 708335522 13436693 to pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, on demand all reasonable travel and documented out-of-pocket costs and expenses (including reasonable Attorney Costs), of the Buyer (and any successors, permitted assigns thereof and all stamp any third-party beneficiary of the Buyer’s rights thereunder) and its Affiliates, incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.
(b) All stamp, franchise and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Purchase and each Lender harmless from and Sale Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party agrees In addition to its obligations under Articles II and X, the Sellers agree to pay on demand demand:
(a) (i) all documented Related Expenses and all other reasonable costs and expenses of incurred by the Administrative Agent, includingthe Managing Agents and the Purchasers, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the negotiation, preparation, negotiation execution and closing delivery or the administration (including periodic auditing) of this Agreement, the other Transaction Documents, and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of outside counsel to any of such Persons incurred in connection with any of the Loan foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Agreement) the Program Documents, and Related Writings (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Sellers or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, and (ii) all costs and expenses actually incurred by the Administrative Agent, the Managing Agents and the administration of the Loan Documents and Related WritingsPurchasers, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and enforcement of, or any breach of, this Agreement, the other instruments Transaction Documents and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), including, without limitation, the fees and documents expenses of outside counsel to be delivered hereunderany of such Persons incurred in connection therewith, (c) including without limitation, with respect to each Issuer, the cost of rating the Commercial Paper Notes by the Rating Agencies and the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, each Issuer; and
(db) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documentsthis Agreement, and the other instruments and documents Transaction Documents or (to be delivered hereunderthe extent related to this Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Repurchase Agreement (American Home Mortgage Investment Corp)
Costs, Expenses and Taxes. Each Credit Party agrees In addition to pay the obligations of Seller under Section 8, Seller and Servicer agree to pay, on demand demand: (a) all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of AgentWells, includingixxxxxing reasonable and documented fees and expenses of one primary counsel to Wells, but not limited tooxx xxcal counsel to Wells in xxxx necessary jurisdiction (solely to the extent such primary counsel to Wells is xxx qualified in such jurisdiction), (a) administration one specialty counsel to Wells in xxxx necessary specialty area (including field examinations)insolvency law, travel and out of pocket expenses, including but not limited solely to reasonable attorneys’ fees and expenses, of Agent the extent such primary and/or local counsel to Wells doxx xxt have expertise in such specialty area) in connection with the preparation, negotiation negotiation, administration and closing enforcement against Seller of the Loan Documents Transaction Documents, and Related Writings and the administration any amendment, waiver or other modification of any of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunderforegoing; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunderall stamp, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenderswithholding, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “workvalue-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp added and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Transaction Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities liabilities, loss, cost and expense suffered by such Indemnified Party with respect to or resulting from any delay in paying or omission to pay such costs, expenses, taxes and fees; and (c) all out-of-pocket costs and expenses, including (subject to the limitations on counsel in clause (a) above) reasonable and documented attorneys’ fees and expenses of settlement incurred by Wells or fees unless such delay xxx of its Affiliates in evaluating its rights or omission is the result remedies, enforcing or preparing for enforcement or defense of any of its rights or remedies under, or with respect to, this Agreement or any other Transaction Document, or in collecting or preparing to collect any amounts due from Seller or Servicer hereunder or under any other Transaction Document or in connection with any actual or prospective restructuring of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied transactions contemplated by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring other Transaction Documents (including any amounts that would become due but for the operation of the financing arrangementsautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C., 88 362(a)). If acceleration of the time for payment of any amount payable by Seller or Servicer under the Transaction Documents is stayed upon the insolvency, bankruptcy or reorganization of any such Person, all such amounts otherwise subject to acceleration under the terms of the Transaction Documents shall nonetheless be payable hereunder in accordance with the terms hereof.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Hayward Holdings, Inc.)
Costs, Expenses and Taxes. Each Credit Party (a) The Borrower agrees to pay on demand all documented Related Expenses and all other costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder this Agreement and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) including, without limitation, the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, Agent with respect thereto and with respect to advising the foregoing, Agent as to its rights and of local counselresponsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if anyany (including, who may be retained by said special without limitation, reasonable counsel with respect theretofees and expenses), (d) of the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent Banks and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding enforcement (whether in bankruptcy through negotiations, legal proceedings or otherwise) (of this Agreement and the other than a suit among the Lenders documents to which no Company is a party)be delivered hereunder, (5) costs of protectingincluding, preservingwithout limitation, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs reasonable counsel fees and expenses in connection with attempting to enforce or enforcing any lien on or security interest in any the enforcement of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewiththis section 8.04(a). In addition, each Credit Party the Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement and the Loan Documents, Notes and the other instruments and documents to be delivered hereunder, and agrees to hold save the Agent and each Lender Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes taxes.
(b) If any payment of principal of, or fees unless Conversion of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period relating to such delay or omission is the Advance, as a result of the gross negligence a payment or the willful misconduct of Agent Conversion pursuant to section 2.10 or any Lender. All 2.08(d) or acceleration of the foregoing will be part maturity of the obligationsNotes pursuant to section 6.01 or for any other reason, payable within five the Borrower shall, upon demand by any Bank (5) Business Days with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (unless any including loss of anticipated profits), cost or expense incurred by reason of the foregoing are liquidation or reemployment of deposits or other funds acquired by such Bank to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement fund or the restructuring of the financing arrangementsmaintain such Advance.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party In addition to the obligations of the Originators under Article IX, each Originator, jointly and severally, agrees to pay on demand demand:
(a) to the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder all reasonable and documented Related Expenses and all other out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable Attorney Costs for the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Company’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents (ii) subject to be delivered hereunder; Section 6.1(f), reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Company (band any successor and permitted assigns thereof) extraordinary expenses and any third-party beneficiary of Agent the Company’s rights hereunder incurred in connection with the administration and maintenance of this Agreement or advising any such Person as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document;
(b) to the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Company’s rights hereunder all reasonable and Related Writings documented costs and expenses incurred by such Person in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other instruments and documents to be delivered hereunder, Transaction Documents; and
(c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Purchase and each Lender harmless from and Sale Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Costs, Expenses and Taxes. Each Credit Party In addition to the rights of indemnification granted to the Deal Agent, the Purchasers and their respective Affiliates under Article IV hereof, the Issuer agrees to pay on demand all documented Related Expenses and all other costs and expenses of the Purchasers and the Deal Agent, includingand their respective Affiliates, but not limited tosuccessors or assigns, (a) administration if any (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ counsel fees and expenses), of Agent incurred in connection with the preparationnegotiation, negotiation execution, and closing delivery of this Agreement and the transactions contemplated hereby, any removal of the Loan Documents and Related Writings and facility and/or the enforcement, administration of the Loan Documents and Related Writings(including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the collection and disbursement of all funds hereunder Note, any other Transaction Document and the other instruments and documents to be delivered hereunder; (b) extraordinary hereunder or thereunder, or in connection herewith or therewith. The Issuer also agrees to pay on demand all reasonable out-of-pocket costs and expenses of Agent incurred by a Purchaser in connection with the administration (including rating agency requirements, modification and amendment) of this Agreement, the Loan Transaction Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) including, without limitation, the reasonable fees and out of out-of-pocket expenses of special counsel for Purchaser and the Lenders, Deal Agent with respect thereto and with respect to advising the foregoing, Purchaser as to its rights and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in Agreement, the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, Transaction Documents and the other instruments and documents agreements executed pursuant hereto. Any amounts subject to the provisions of this section shall be delivered hereunder, and agrees paid by the Issuer to hold the Deal Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five ten (510) Business Days of following the Deal Agent's demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementstherefor.
Appears in 1 contract
Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)
Costs, Expenses and Taxes. Each Credit Party agrees to pay on demand (a) The Seller shall reimburse the Administrative Agent for all documented out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Expenses Documents (including the reasonable fees and expenses of all other of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the Purchaser and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of Agentcounsel or other advisors (including environmental and management consultants and appraisers) for advice, includingassistance, but not limited or other representation in connection with:
(i) the forwarding to the Seller or any other Person on behalf of the Seller by the Purchaser of any payments for Purchases made by it hereunder;
(ii) any amendment, modification or waiver of, consent with respect to, (a) administration (including field examinations), travel and out or termination of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing this Agreement or any of the Loan other Related Documents and Related Writings and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent or advice in connection with the administration thereof or their respective rights hereunder or thereunder;
A. M. Castle & Co. et al. and Castle SPFD, LLC, Receivables Purchase and Servicing Agreement
(iii) any Litigation, contest or dispute (whether instituted by the Seller, the Purchaser, the Administrative Agent or any other Person as a party, witness, or otherwise in any way relating to the Seller Collateral, any of the Loan Related Documents and Related Writings and the or any other instruments and documents agreement to be executed or delivered hereunderin connection herewith or therewith, (c) including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect Seller or any other Person that may be obligated to the foregoing, and Purchaser or the Administrative Agent by virtue of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of DefaultRelated Documents, including but not limited to (1) costs in enforcing any obligation such Litigation, contest, dispute, suit, proceeding or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs action arising in connection with any refinancing work-out or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby during the pendency of one or more Termination Events, provided, that, notwithstanding anything in this Agreement to the contrary, in any cause of action brought by the Administrative Agent, the Seller shall not be liable for such fees, costs and expenses in the event the Seller is the prevailing party in such action;
(iv) any attempt to enforce any remedies of the Purchaser or the Administrative Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Loan Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;
(4v) costs any work-out or restructuring of taking any other action in the transactions contemplated hereby during the pendency of one or with respect more Termination Events; and
(vi) efforts to any suit (A) monitor the Purchases or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the CollateralSeller Secured Obligations, (6B) costs evaluate, observe or assess the Originators, the Seller or the Servicers or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller Collateral; including all attorneys' and other professional and service providers' fees arising from such services, including those in connection with attempting any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to enforce or enforcing any lien on or security interest in any of the Collateral events or any actions described in this Section 14.04, all of which shall be payable, on demand, by the Seller to the Purchaser or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other rights under the Loan Documentsconsultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or (7) costs facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with meeting with any Credit Party to discuss the performance of such Event of Default and the course of action to be taken in connection therewith. legal or other advisory services.
(b) In addition, each Credit Party the Seller shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income taxes that are excluded from Indemnified Taxes in accordance A.M. Castle & Co. et al. and Castle SPFD, LLC, Receivables Purchase and Servicing Agreement with Section 2.08(b)) and fees payable or determined to be payable in connection with the execution and delivery execution, delivery, filing or recording of the Loan Documentsthis Agreement or any other Related Document, and the other instruments and documents to be delivered hereunder, and Seller agrees to hold Agent indemnify and save each Lender Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Castle a M & Co)
Costs, Expenses and Taxes. Each Credit Party In addition to its obligations under Articles II and X, the Borrower agrees to pay on demand demand:
(i) all documented Related Expenses and all other costs and expenses of incurred by the Administrative Agent, includingthe Managing Agents and the Lenders, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the negotiation, preparation, negotiation execution and closing delivery or the administration (including periodic auditing) of this Agreement, the Notes, the other Transaction Documents, and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of counsel to any of such Persons incurred in connection with any of the Loan foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Agreement) the Program Documents, and Related Writings (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Borrower or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, provided that any such review pursuant to Section 6.8(a) shall be limited to once each calendar year unless a Default or an Event of Default has occurred or is continuing, and (ii) all costs and expenses incurred by the Administrative Agent, the Managing Agents and the administration of the Loan Documents and Related WritingsLenders, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of enforcement of, or any actual or claimed breach of, this Agreement, the Loan Documents and Related Writings and Notes, the other instruments Transaction Documents and, to the extent related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), including, without limitation, the fees and documents expenses of counsel to be delivered hereunderany of such Persons incurred in connection therewith including without limitation, (c) with respect to each Issuer, the cost of rating the Commercial Paper Notes by the Rating Agencies and the reasonable fees and out of out-of-pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, each Issuer; and
(db) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of this Agreement, the Loan DocumentsNotes, and the other instruments and documents Transaction Documents or (to be delivered hereunderthe extent related to this Agreement) the Program Documents, and agrees to hold Agent and indemnify each Lender harmless from and Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Loan Agreement (Lennar Corp /New/)
Costs, Expenses and Taxes. Each Credit Party In addition to the obligations of the Originators under Article IX, each Originator, severally and for itself alone, agrees to pay on demand demand:
(a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all documented Related Expenses and all other reasonable out-of-pocket costs and expenses of Agent, including, but not limited to, (a) administration (including field examinations), travel and out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, execution, delivery and closing administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the Attorney Costs for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Loan Documents Buyer’s rights hereunder with respect thereto and Related Writings with respect to advising any such Person as to their rights and the administration of the Loan Documents and Related Writings, the collection and disbursement of all funds hereunder remedies under this Agreement and the other instruments Transaction Documents and documents to be delivered hereunder; (bii) extraordinary accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of Agent the Buyer’s rights hereunder incurred in connection with the administration and maintenance of the Loan Documents this Agreement or advising any such Person as to their rights and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided remedies under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating as to any Credit Party and related to actual or arising out reasonably claimed breach of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral this Agreement or any other Transaction Document;
(b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights under the Loan Documentshereunder all reasonable out-of-pocket costs and expenses (including Attorney Costs), or (7) costs of any such Person incurred in connection with meeting with the enforcement of any Credit Party to discuss such Event of Default their respective rights or remedies under the provisions of this Agreement and the course of action to be taken in connection therewith. In additionother Transaction Documents; and
(c) all stamp, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp franchise and other similar taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents, and this Agreement or the other instruments and documents Transaction Documents to be delivered hereunder, and agrees to hold Agent indemnify each Purchase and each Lender harmless from and Sale Indemnified Party against any and all liabilities with respect to or resulting from any delay in paying or omission omitting to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or the restructuring of the financing arrangementsfees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Volt Information Sciences, Inc.)
