Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, under the Agreements or the Notes or the Basic Agreements, will indemnify you and hold you harmless against all broker's and finder's fees, and will pay all your out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your election, will reimburse you for any such expenses paid by you. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements, the Company will pay or cause to be paid all such taxes and interest and penalties, if any (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company be required to pay any taxes based upon your net income or profits or upon interest income arising out of the Notes.
Appears in 4 contracts
Samples: Note Purchase Agreement (System Energy Resources Inc), Note Purchase Agreement (System Energy Resources Inc), Note Purchase Agreement (System Energy Resources Inc)
Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, waivers under the Agreements or the Notes or the Basic AgreementsNotes, will indemnify you and the other Noteholders and hold you and the other Noteholders harmless against all broker's and finder's fees, and will pay all your and such Noteholders' out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your or such Noteholders' election, will reimburse you or such Noteholders for any such expenses paid by youyou or such Noteholders. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements, the Company will pay or cause to be paid all such taxes and interest and penalties, if any (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company be required to pay any taxes based upon your or any other Noteholder's net income or profits or upon interest income arising out of the Notes.
Appears in 2 contracts
Samples: Note Agreement (Entergy Louisiana Inc), Note Agreement (Entergy Louisiana Inc)
Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements this Agreement and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, waivers under the Agreements this Agreement or the Notes or the Basic AgreementsNotes, will indemnify you and the other Noteholders and hold you and the other Noteholders harmless against all broker's and finder's fees, and will pay all your and such Noteholders' out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your or such Noteholders' election, will reimburse you or such Noteholders for any such expenses paid by youyou or such Noteholders. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreementsthis Agreement, the Company will pay or cause to be paid all such taxes and interest and penalties, if any (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company be required to pay any taxes based upon your or any other Noteholder's net income or profits or upon interest income arising out of the Notes.
Appears in 1 contract
Samples: Entergy Louisiana Inc
Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company Trust will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, waivers under the Agreements or the Notes or the Basic Agreements, will indemnify you and hold you harmless against all broker's and finder's fees, and will pay all your out-out- of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your election, will reimburse you for any such expenses paid by you. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements or of the Basic Agreements, the Company Trust will pay or cause to be paid all such taxes and any interest and penalties, if any penalties related thereto (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company Trust under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company Trust be required to pay any taxes based upon your net income or profits or upon interest income arising out of the Notes.
Appears in 1 contract
Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, waivers under the Agreements or the Notes or the Basic Agreements, will indemnify you and hold you harmless against all broker's and finder's fees, and will pay all your out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your election, will reimburse you for any such expenses paid by you. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements, the Company will pay or cause to be paid all such taxes and interest and penalties, if any (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company be required to pay any taxes based upon your net income or profits or upon interest income arising out of the Notes.
Appears in 1 contract
Samples: Note Purchase Agreement (System Energy Resources Inc)
Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company Trust will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers, whether or not the same shall become effective, waivers under the Agreements or the Notes or the Basic Agreements, will indemnify you and the other Noteholders and hold you and the other Noteholders harmless against all broker's and finder's fees, and will pay all your and such Noteholders' out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your or such Noteholders' election, will reimburse you or such Noteholders for any such expenses paid by youyou or such Noteholders. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements or of the Basic Agreements, the Company Trust will pay or cause to be paid all such taxes and any interest and penalties, if any penalties related thereto (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Company Trust under this Section 8.23 shall survive the payment of the Notes. In no event shall the Company Trust be required to pay any taxes based upon your or any other Noteholder's net income or profits or upon interest income arising out of the Notes.
Appears in 1 contract