Costs, Expenses, Taxes and Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses of the Agent and the Joint Arrangers in connection with the preparation (including, without limitation, printing costs), syndication, negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out of pocket expenses of counsel for the Agent and the Joint Arrangers with respect thereto and with respect to the administration of, and advising the Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Agent, each LC Issuing Bank and each Lender), in connection with the enforcement and workout (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.4. In addition, the Borrower shall pay any and all Other Taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, and agrees to save the Agent, each LC Issuing Bank 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 Other Taxes.
(b) The Borrower hereby agrees to indemnify and hold each Lender, the Agent (and any sub-agent thereof), the Joint Arrangers, the Swingline Lender, each LC Issuing Bank and each Related Party of any of the foregoing Persons (each, an “Indemnified Person”) harmless 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) which any of them may incur or which may be claimed against any of them by any Person including the Borrower (except for such claims, damages, losses, liabilities, costs and expenses re...
Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably and unconditionally hereby agree to pay to Agent, for the respective account of Agent, each Lender and LC Issuer, upon demand by Agent, any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, and performance of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, any Lender or LC Issuer of any consents, approvals or waivers under any of the Loan Documents, including Attorneys’ Fees and disbursements and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, any Lender or LC Issuer or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, any Lender or LC Issuer, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, any Lender or LC Issuer, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, any Lender or LC Issuer for services rendered on behalf of Agent, any Lender or LC Issuer), provided that Borrowers will not be obligated to reimbu...
Costs, Expenses, Taxes and Indemnification. (A) The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation (including, without limitation, printing costs), negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to the administration of, and advising the Administrative Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower 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 and the other Loan Documents and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, and agrees to 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.
Costs, Expenses, Taxes and Indemnification. (a) Borrower absolutely and unconditionally agrees to pay to National City, and to reimburse National City for, all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) which shall at any time be incurred or sustained by National City or any of its directors or officers as a consequence of or any way in connection with:
(i) the preparation, negotiation, execution and delivery of the Loan Documents;
(ii) the continuation of the rights of National City in connection with respect to any Loan;
(iii) preparation, negotiation, execution, or delivery of any amendment or modification of any of the Loan Documents; or
(iv) in the granting by National City of any consents, approvals or waivers under any of the Loan Documents.
(b) Borrower absolutely and unconditionally agrees to pay to National City and upon demand by National City at any time and as often as the occasion therefor may require, all reasonable out-of-pocket costs and expenses which shall be incurred or sustained National City or its directors or officers as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement any of its rights, remedies, powers or privileges hereunder or under any of the Loan Documents or in connection with any litigation, proceeding or dispute arising from or related to any of the Loan Documents (including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for National City, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of National City, and the reasonable fees of agents, consultants and experts of National City for services rendered on its behalf).
(c) Borrower shall absolutely and unconditionally indemnify and hold harmless National City against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever which shall at any time or times be incurred or sustained by National City or by any of their respective shareholders, directors, officers, subsidiaries or Affiliates on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with or ancillary to this Agreement or any of the other Loan Documents, without regard to whether all or any of the transactions contemplated by,...
Costs, Expenses, Taxes and Indemnification. (a) The Borrower agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all costs and expenses of the Administrative Agent and the Banks (including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses of the Administrative Agent and the Banks in connection with the enforcement of rights under this Section 8.04(a). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other documents to be delivered hereunder, and agrees to save the Administrative Agent and each Bank and their Affiliates harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.
(b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Eurodollar Rate Advance, as a result of a payment or Conversion pursuant to Section 2.07(d), 2.09 or 2.11 hereof, or any acceleration of the maturity of the Advances pursuant to Section 6.01 hereof or if the Borrower fails to borrow or Convert (including, without limitation, failure to borrow or Convert resulting from any failure to fulfill on the date specified for such Borrowing or Conversion the applicable conditions set forth in Article III hereof) in accordance with notices delivered pursuant to Section 2.02 or 2.08 hereof or for any other reason, the Borrower shall, upon demand by any Bank (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 a...
Costs, Expenses, Taxes and Indemnification. (a) Borrower absolutely and unconditionally agrees to pay to Agent, for the respective pro rata account of Agent and each Lender, upon demand by Agent or any Lender at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution and delivery of the Loan Documents and the perfection and continuation of the rights of Lenders and Agent in connection with the Loan, as well as the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent or any Lender of any consents, approvals or waivers under any of the Loan Documents including, but not limited to, reasonable attorneys’ fees and disbursements; and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent or any Lender or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with (A) the exercise, protection or enforcement (whether or not suit is instituted) any of its rights, remedies, powers or privileges under any of the Loan Documents subject, with respect to the matters expressly set forth therein, to Section 6.12(a) or
Costs, Expenses, Taxes and Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation (including, without limitation, printing costs), negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan
Costs, Expenses, Taxes and Indemnification. (a) The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Agent and the Arranger in connection with the preparation (including, without limitation, printing costs), syndication, negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable and documented fees and out of pocket expenses of counsel for the Agent and the Arranger with respect thereto and with respect to the administration of, and advising the Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all reasonable and documented costs and expenses, if any (including, without limitation, reasonable and documented counsel fees and expenses of the Agent and each Lender), in connection with the enforcement and workout (whether through
Costs, Expenses, Taxes and Indemnification. (a) The Seller agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Buyer in connection with the preparation, execution and delivery of this Agreement, and the administration, modification and amendment of this Agreement (including, without limitation, (A) all due diligence costs pursuant to Section 15 hereof, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel for the Buyer with respect thereto with respect to advising the Buyer as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement, with respect to negotiations with the Seller or with other creditors of the Seller 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 with respect to the Seller) and (ii) all costs and expenses of the Buyer in connection with the enforcement of this Agreement, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Buyer with respect thereto).
(b) Seller shall indemnify Buyer and hold it harmless against any Losses incurred by Buyer as a result of any failure by Seller to timely deliver the Assets subject to such Transaction, which Losses shall be limited to costs reasonably incurred by Buyer by reason of the liquidation or re-employment of funds acquired by Buyer to fund such Transaction. In addition, Buyer shall undertake to take all commercially reasonable steps to mitigate Seller's indemnity hereunder.
(c) Without limiting any other rights which Buyer or Seller have hereunder or under applicable law, and in addition to any other indemnity provided hereunder, (a) Seller hereby agrees to hold Buyer harmless from and indemnify Buyer and its respective officers, directors, agents and employees (each, an "Indemnified Party") any and all claims, damages, losses, liabilities and expenses from and against any and all Losses incurred by or asserted or awarded against any Indemnified Party directly arising out of...
