Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing. (b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate. (c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents. (d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks. (e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nimblegen Systems Inc), Loan and Security Agreement (Nimblegen Systems Inc)
Expenses and Taxes. (a) Borrower agrees to payUnless otherwise provided herein, whether or not each party hereto shall pay its own expenses incurred in connection with this Agreement and in the Closing occurspreparation for and consummation of the transactions provided for herein, a reasonable documentation preparation feeincluding, together with actual legalwithout limitation, audit and appraisal fees and all other out-of-pocket charges costs and expenses incurred in connection with any title insurance policies, surveys or environmental assessments (including reasonable attorneys’ feesthe environmental remediation described in Section 6.16) obtained by ------------ such party (and in the case of STC, all expenses incurred by Lender STC in connection with STC's financing required to consummate the transactions contemplated herein). Notwithstanding the foregoing, HAT and STC shall each pay one-half of (i) all sales (including, without limitation, bulk sales), use, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees ("Transfer Taxes") applicable to, imposed upon or arising out of the conveyances of the Assets whether now in effect or hereinafter adopted and regardless of which party such Transfer Tax is imposed upon, (ii) any FCC filing fees incurred in connection with the negotiation, preparation, legal review and execution of each assignment of the Loan DocumentsFCC Licenses, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such (iii) any fees and expenses associated incurred in connection with any amendmentsHSR Filings, modifications and terminations to (iv) any fees and expenses incurred in connection with the Loan Documents following Closing.use of a QI as contemplated by Section 6.12. ------------
(b) Borrower HAT acknowledges and agrees that STC is acquiring WPTZ and WNNE for HAT's benefit, and HAT agrees to pay reimburse STC for all fees costs and expenses incurred by Lender STC under the Xxxxxxxx Documents, including, without limitation, (i) the costs of the letter of credit deposited by STC pursuant to the Xxxxxxxx Agreement (provided that there shall not have been a material breach or default by STC under the Xxxxxxxx Agreement which results in the forfeiture of the letter of credit to Xxxxxxxx), and (ii) STC's share of costs and expenses required to be paid by STC pursuant to Section 15.3 of the Xxxxxxxx ------------ Agreement; provided, however, all expenses of counsel and accountants of any STC -------- ------- Party in connection with audits of Borrower’s books the negotiation and records, audits and valuations of Borrower’s inventory, appraisals documentation of the Collateral Xxxxxxxx Documents and such other matters incident to the administration consummation of the transactions contemplated therein and all expenses of STC in connection with STC's financing required to repay the Burlington Financing Amount (net of the Cash Consideration) shall be paid by this Agreement as Lender shall deem appropriateSTC.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including received from Xxxxxxxx or held for the court costs and fees and expenses benefit of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due STC under the Loan DocumentsXxxxxxxx Agreement that relate to WPTZ and WNNE.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Samples: Asset Exchange Agreement (Hearst Argyle Television Inc)
Expenses and Taxes. (a) Borrower agrees Borrowers agree to pay, whether or not the Closing occurs, a the reasonable documentation preparation feeout-of-pocket costs and expenses, together with actual including reasonable legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Agent, any Lender or Fremont in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower Borrowers shall pay all such fees costs and expenses of Agent, any Lender or Fremont associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by . If Agent, any Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) If Lender Fremont uses in-house counsel for any of the purposes set forth in (a)these purposes, (b) or (c) above, Borrower Borrowers further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent, such Lender or Fremont for the work performedperformed to the extent such work does not duplicate any work performed by outside counsel to Agent.
(b) Borrowers also agree to pay all out-of-pocket charges and expenses incurred by Agent, any Lender or Fremont (including the reasonable fees and expenses of Lenders' counsel) in connection with the enforcement, protection or preservation of any right or claim of Agent, Lenders or Fremont, the termination of this Agreement, the termination of any Liens of Agent on the Collateral, or the collection of any amounts due under the Loan Documents. Borrower acknowledges that If Agent, any Lender may use both or Fremont uses in–-house and outside counsel for any of these purposes (i.e., for any task in connection with the enforcement, protection or preservation of any right or claim of Agent, any Lender or Fremont and the collection of any amounts due under its Loan Documents), Borrowers further agree that their Obligations under the Loan Documents include reasonable charges for such purposes but work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent, any Lender shall use reasonable efforts to avoid duplicate fees or Fremont for the same taskswork performed to the extent work does not duplicate any work performed by outside counsel to Agent.
(ec) Borrower Borrowers shall pay all taxes (other than taxes based upon or measured by Lender’s Lenders' or Fremont's income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower Borrowers under this clause (ec) shall survive the payment of Borrower’s Borrowers' indebtedness under this Agreement and the termination of this AgreementAgreement to the extent such work does not duplicate any work performed by outside counsel to Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Harborside Healthcare Corp)
Expenses and Taxes. Whether or not the Term Loan is made or any of the other transactions contemplated by this Agreement are consummated, the Borrowers shall, on a joint and several basis:
(a) Borrower agrees to pay, whether or not the Closing occurs, a pay all reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review execution and execution delivery of each this Agreement and the other Basic Documents, any and all transactions contemplated hereby or thereby and the preparation of any document reasonably required hereunder or thereunder, including, without limiting the generality of the Loan Documentsforegoing, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such reasonable fees and expenses associated with any amendmentsof Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., modifications counsel for Lender, all title and terminations to conveyancing charges, recording and filing fees and taxes, mortgage taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance premiums (including title insurance premiums), placement and other fees of investment bankers of the Loan Documents following Closing.Borrowers, court costs, and surveyors', appraisers', architects', engineers', environmental, gas and other consultants' and accountants' reasonable fees and disbursements;
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all reasonable out-of-pocket charges expenses incurred by the Lender with respect to (i) any amendments, waivers or supplements to any of the Basic Documents or (ii) any request of the Borrowers for a consent, waiver or other action in connection with the Assigned Contracts and with respect to enforcement of their rights and remedies hereunder;
(c) pay the Lender for all their reasonable out-of-pocket costs and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) with, and to pay, indemnify and hold the enforcementLender harmless from and against any and all other liabilities, protection obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness rights under this Agreement and the termination other Basic Documents and any such other documents, including without limitation, reasonable fees and disbursements of counsel to the Lender incurred in connection with the foregoing and in connection with advising the Lender with respect to its rights and responsibilities under this Agreement, the other Basic Documents and the documentation relating thereto; and
(d) pay, indemnify, and hold the Lender harmless from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or the consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the other Basic Documents and any such other documents; provided, that the Borrower, shall have no obligation hereunder with respect to indemnified liabilities of the Lender or its Affiliates or any of their respective officers and directors to the extent that such indemnified liability resulted from the gross negligence or willful misconduct of the Lender. The Lender may pay or deduct from the Term Loan proceeds any of such expenses and any Term Loan proceeds so applied shall be deemed advances under this Agreement and secured by the Collateral Security Documents. The agreements in this subsection 8.5 shall survive repayment of the Term Note and all other amounts payable hereunder.
Appears in 1 contract
Samples: Loan Agreement (Castle Energy Corp)
Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, pay a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to including, without limitation, UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title closing UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations amendments to the Loan Documents following Closingthe Closing Date.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s 's in-house and outside counsel, advisers and consultants) in connection with (i) the enforcement, protection protection, preservation, administration or preservation monitoring of any right or claim of Lender, (ii) recordingany of the Collateral, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house legal counsel and/or auditors for any of the purposes set forth in (a), (b) or (c) abovethese purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such legal work commensurate with the fees that would otherwise be charged by outside legal counsel or audit firm (as the case may be) selected by Lender for the work performed. Notwithstanding the foregoing, and provided no Event of Default has occurred, has been duly noticed by Lender to Borrower acknowledges (if notice is required) and is continuing, Lender shall agree to limit fees charged for its auditors and legal counsel in the circumstances described below as follows:
(i) In connection with audits conducted with respect to Collateral and Facilities subject to this Agreement as of the date hereof, Lender shall limit audit fees to $20,000.00 in the aggregate per year, plus expenses. For each Facility added on or after the date hereof, this annual audit fee limitation shall be increased by $250, with the amount of audit fees payable for the year in which the facility is added to be prorated based on the number of quarterly audits remaining in the year to be performed after the Facility's addition;
(ii) in connection with audits conducted with respect to the addition of proposed new Borrowers, new Facilities and new Collateral to this Agreement, Lender shall limit audit fees to $2,500.00 per each new Facility provided Borrower delivers all relevant books, records and other information required by Lender in its sole discretion to perform a desk review of such new Facility; and
(iii) in connection with legal services conducted with respect to the preparation of additional Loan Documents required for the addition of proposed new Borrowers, new Facilities and new Collateral to this Agreement, Lender shall limit legal fees charged to Borrower to $2,500.00 per each new Facility provided: (A) Borrower delivers to Lender all relevant books, records, corporate organizational documents, lease agreements, purchase agreements and other information required by Lender in its sole discretion to prepare the appropriate loan documentation, UCC financing statements, estoppel certificates and other agreements and documents required to effectuate such amendment, (B) Lender has no need for the services of outside counsel, (C) the Facility to be added is not the subject of any bankruptcy or insolvency proceeding; provided however that Lender may use both in–house and outside counsel for any Facility to be added which is the subject of any bankruptcy or insolvency proceeding, the legal fees charged to add such purposes but Facility shall not exceed $3,500.00 per Facility, (D) in Lender's reasonable opinion, no additional legal services are required for the addition of the proposed new Facility beyond the preparation and negotiation of an amendment to the Note and Loan Agreement substantially in the form of the amendments previously entered into between Borrower and Lender, the preparation and filing of UCC financing statements, the review of corporate documentation of the proposed new Borrower, and the preparation of intercreditor agreements and of estoppel certificates, and (E) in Lender's reasonable opinion the proposed transaction is not complex or complicated. Lender shall agrees to use reasonable its best efforts to avoid duplicate fees contain its legal costs for transactions that do not fit the same taskscriteria described in this subparagraph (3).
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s 's income or revenues or any personal property tax), if any, in connection with the issuance of the Notes Note and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s 's indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) abovethese purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed.
(b) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the fees and expenses of Lender's counsel) in connection with the enforcement, protection or preservation of any right or claim of Lender, the termination of this Agreement, the termination of any Liens of Lender on the Collateral, or the collection of any amounts due under the Loan Documents. Borrower acknowledges that If Lender may use both uses in–-house and outside counsel for any of these purposes (i.e., for any task in connection with the enforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Loan Documents), Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such purposes but work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender shall use reasonable efforts to avoid duplicate fees for the same taskswork performed.
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s 's income or revenues or any personal property tax), if any, in connection with the issuance of the Notes Note and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s 's indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Star Multi Care Services Inc)
Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) abovethese purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed.
(b) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the fees and expenses of Lender’s counsel) in connection with the enforcement, protection or preservation of any right or claim of Lender, the termination of this Agreement, the termination of any Liens of Lender on the Collateral, or the collection of any amounts due under the Loan Documents. Borrower acknowledges that If Lender may use both uses in–-house and outside counsel for any of these purposes (i.e., for any task in connection with the enforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Loan Documents), Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such purposes but work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender shall use reasonable efforts to avoid duplicate fees for the same taskswork performed.
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes Note and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Southland Health Services, Inc.)
Expenses and Taxes. (a) Borrower agrees As of the Expansion Effective Date and for the remainder of the Term, Tenant shall pay for Tenant’s Share of Expenses, Insurance Expenses and Taxes applicable to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender Expansion Space in connection accordance with the negotiation, preparation, legal review and execution of each terms of the Loan DocumentsLease, including but not limited to UCC provided that the Base Year for the computation of Tenant’s Share of Expenses, Insurance Expenses and judgment lien searchesTaxes for the Expansion Space only shall be 2019. The Base Year for the Existing Premises shall remain unchanged until the Current Termination Date, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower thereafter shall pay all such fees and expenses associated with any amendments, modifications and terminations to be 2023 during the Loan Documents following Closingremainder of the Extended Term.
(b) Borrower agrees With respect to the Expansion Space, as of the Expansion Effective Date and for the remainder of the Term, Tenant shall pay all fees gross receipts taxes levied or assessed and expenses incurred which become payable by Lender Tenant (or directly or indirectly by Landlord, in connection with audits of Borrower’s books and recordswhich case Tenant shall reimburse Landlord as Additional Rent) during the Extended Term, audits and valuations of Borrower’s inventory, appraisals whether or not now customary or within the contemplation of the Collateral and such other matters incident parties hereto, which are based upon, measured by or otherwise calculated with respect to the administration gross or net rental income of Landlord under this Lease, including, without limitation, any gross receipts tax levied by any taxing authority or adopted by any voter initiative or ballot measure, or any other gross income tax or excise tax levied by any taxing authority or adopted by any voter initiative or ballot measure with respect to the receipt of the transactions contemplated by this Agreement as Lender rental payable hereunder, including, without limitation, the San Francisco Commercial Rent Tax for Childcare and Early Education (June 2018 Proposition C) and the San Xxxxxxxxx Xxxxx Receipts Tax and Business Registration Fees Ordinance (2012 Proposition E) (collectively, the “Gross Receipts Taxes”). With respect to the Existing Premises, for the period commencing on the Extension Date and for the remainder of the Term, Tenant shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges Gross Receipts Taxes levied or assessed and expenses incurred which become payable by Lender Tenant (including or directly or indirectly by Landlord, in which case Tenant shall reimburse Landlord as Additional Rent). All Gross Receipts Taxes payable by Tenant shall be paid within thirty (30) days after receipt of a statement from Landlord or the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) applicable taxing authority. To the enforcement, protection or preservation extent Landlord receives a refund of any right such charges either during the Term or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage following the Expiration Date or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the earlier termination of this AgreementLease, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that Landlord shall refund to Tenant its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any allocable portion of such purposes but Lender shall use reasonable efforts refund to avoid duplicate fees for the same tasksextent actually paid by Tenant.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Expenses and Taxes. (a) Borrower agrees to pay, whether Whether or not the Closing occursNotes are sold, a the Company will pay all reasonable documentation preparation feeexpenses relating to the transactions contemplated by this Agreement, together with actual legal, audit the Indenture and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan DocumentsMortgages, including but not limited to UCC to:
(a) the cost of reproducing this Agreement, the Indenture, the Mortgages and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.Notes;
(b) Borrower agrees to pay all the reasonable fees and expenses incurred by Lender in connection with audits disbursements of Borrower’s books and recordsChapxxx xxx Cutlxx, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.xxur special counsel;
(c) Borrower also agrees the reasonable fees and disbursements of each special local counsel;
(d) the reasonable fees and disbursements of Day, Berrx & Howaxx, xxunsel to pay the Trustees;
(e) the cost of delivering to your home office, insured to your satisfaction, the Note purchased by you on the Closing Date;
(f) all out-of-pocket charges and expenses incurred by Lender (including the court reasonable fees, costs and other expenses of the Trustees, as trustees under the Indenture and the Mortgages;
(g) all recording and filing fees and expenses of Lender’s counsel, advisers and consultants) stamp taxes in connection with the recordation or filing and re-recordation or re- filing of the Mortgages, the Estoppel Agreement and financing and continuation statements and other notices of either thereof necessary to maintain the first perfected lien on the Mortgaged Properties under the Indenture and the Mortgages;
(h) the cost of conducting all reasonable Uniform Commercial Code, judgment and tax lien searches;
(i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all reasonable fees and disbursements of Lender’s consultants, (ivthe Title Company referred to in Section 6(g) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, hereof in connection with the issuance of the title insurance policies referred to therein and the reasonable fees and disbursements of the civil engineer or surveyor referred to in Section 6(c) hereof in connection with the preparation of the survey referred to herein;
(j) the fees and disbursements of Westinghouse Environmental and Geotechnical, Inc., in connection with the preparation of the engineer's environmental audits or reports referred to in Section 6(j) hereof;
(k) the reasonable fees and disbursements of P.B.E. Securities, Incorporated, the Company's investment banking firm in connection with the issuance, sale and delivery of the Notes and the recording fees and commissions payable or claimed to be payable by any other Person in connection with the initial issuance, sale and delivery of the Notes;
(l) all fees, expenses and disbursements of the Trustees and the holders of the Notes (including without limitation, reasonable attorneys' fees and court costs) relating to any supplemental indentures, amendments, waivers or consents pursuant to the provisions of this Indenture, any of the Mortgages or the Notes (whether or not the same is actually executed or delivered), including without limitation, the fees, expenses and disbursements of the holders of the Notes following the occurrence and during the continuance of a Default or an Event of Default or in connection with any supplemental indenture, amendment, waiver or consent resulting from any work-out, restructuring or similar proceeding relating to the performance or non-performance by the Company of its obligations under the provisions of this Agreement, the Indenture, any of the Mortgages or the Notes as the result of any Loan Documentspotential Default or Event of Default or incurred in connection with the enforcement of rights hereunder or under any of the Mortgages or under the Notes as a result of any potential Default or Event of Default, whether or not a lawsuit is filed in connection therewith; and
(m) all costs, charges and expenses in any way relating to or incurred in connection with the issuance of any series of Improvement Notes, including reasonable attorneys' fees and expenses of the Trustees, the holders of the Notes and the Institutional Investors which will purchase the Improvement Notes, recording fees, premiums covering title insurance and all applicable taxes which may be incurred or imposed by reason of the transactions contemplated by the issuance of Improvement Notes. The obligations of Borrower the Company under this clause (e) Section 9 shall survive the payment or prepayment of Borrower’s indebtedness under this Agreement the Notes and the termination of this Agreement, the Indenture and the Mortgages.
Appears in 1 contract
Samples: Note Agreement (Kmart Corp)
Expenses and Taxes. (a1) Borrower agrees to jointly and severally pay (or cause Guarantor to pay, whether or not ) on demand all of the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan DocumentsLender (including, including but not limited to without limitation, the reasonable fees and out-of-pocket expenses of the Lender’s counsel, and all UCC and judgment lien searcheslien, titletax, litigationjudgment, tax pending suit, and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for pre- and post-Closing UCC, title and other lien searches as specified searches, real estate appraisal fees, field examination costs and fees, survey fees, recording and title insurance costs, and environmental report and analysis, and the costs of Intralinks or other similar transmission system, if applicable) in Section 5.7connection with the due diligence, structuring, preparation, negotiation, revision, execution, and delivery of: (i) this Agreement, the other Financing Agreements and all other instruments, agreements, certificates or documents provided for herein or therein or delivered or to be delivered hereunder or thereunder, and (ii) any and all amendments, modifications, supplements and waivers executed and delivered pursuant hereto or any other Financing Agreements or in connection herewith or therewith after the Closing Date. In additionLender, in its sole discretion, may deduct all such unpaid amounts from the aggregate proceeds of the Loans or debit such amounts from the operating accounts of Borrowers maintained with Lender. If Lender uses in-house counsel for any of these purposes, Borrower shall pay all further agrees that its Liabilities hereunder and under the other Financing Agreements include reasonable charges for such work commensurate with the fees and expenses associated with any amendments, modifications and terminations to that would otherwise be charged by outside legal counsel selected by Lender for the Loan Documents following Closingwork performed.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c2) Borrower also agrees to jointly and severally pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the administration, enforcement, protection or preservation of any right or claim of LenderLender (including any foreclosure sale, deed in lieu transaction or costs incurred in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom and any post-judgment enforcement action including, without limitation, supplementary proceedings in connection with the enforcement of this Agreement), (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultantsconsultants as provided herein, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral Collateral, (vi) the determination of whether or not Borrower has performed the obligations undertaken by Borrower hereunder or has satisfied any conditions precedent to the obligations of the Lender hereunder, and (vivii) the collection of any amounts due under the Loan Documents.
(d) Financing Agreements. If Lender uses in-house counsel for any of these purposes (i.e., for any task in connection with the purposes set forth in (aenforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Financing Agreements), (b) or (c) above, Borrower further agrees that its Obligations Liabilities under the Loan Documents Financing Agreements include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e3) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax or any branch profits tax), if any, in connection with the issuance of the Notes Revolving Credit Note and the recording of any Loan DocumentsFinancing Agreements. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement. All of each Borrower’s obligations provided for in this Section 12.1 shall be Liabilities secured by the Collateral.
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Expenses and Taxes. Whether or not the Notes are sold, the Company will pay all reasonable expenses relating to this Agreement, the Indenture, the Pledge Agreements and the Mortgages, including but not limited to;
(a) Borrower agrees to paythe cost of reproducing this Agreement, whether or not the Closing occursIndenture, a reasonable documentation preparation feethe Pledge Agreements, together with actual legalthe Mortgages, audit and appraisal fees the Warrants, the Notes and all other documents required or contemplated thereunder;
(b) the reasonable fees and disbursements of Xxxxxxx and Xxxxxx, your special counsel;
(c) your reasonable out-of-pocket charges expenses;
(d) the cost of delivering to your home office, insured to your satisfaction, the Notes purchased by you on a Closing Date;
(e) the reasonable fees, costs and other expenses of the Trustees under the Indenture or any other agreement related thereto;
(including reasonable attorneys’ feesf) incurred by Lender all recording and filing fees and stamp taxes in connection with the negotiation, preparation, legal review recordation or filing and execution of each re-recordation or re-filing of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title Mortgages and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.notices thereof;
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (ig) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all reasonable fees and disbursements of Lender’s consultants, (ivthe Title Company referred to in section 7(a)(iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, hereof in connection with the issuance of the title insurance policies referred to herein and the reasonable fees and disbursements of the civil engineer or surveyor referred to in section 7(a)(iii) hereof in connection with the preparation of the surveys referred to herein;
(h) the reasonable fees and disbursements of Xxxx X. Xxxx Associates, Inc. and/or Xxxxxxxx X. Xxxxxx and Company, Inc. in connection with the Environmental Audits referred to in section 7(a)(v) hereof;
(i) the reasonable fees and disbursements of the Appraiser in connection with the appraisals referred to in section 7(a)(vi) hereof;
(j) the reasonable fees and disbursements of X. X. Xxxxxxxx & Co., the Obligers' investment banking firm, in connection with the sale of the Notes;
(k) the processing fee of Standard & Poors Corporation for providing Private Placement Numbers for the Senior Secured Notes, the Subordinated Secured Notes and the recording Warrants;
(l) all reasonable expenses, including without limitation attorneys' fees, relating to any amendments, waivers or consents pursuant to the provisions of this Agreement, the Indenture, any of the Pledge Agreements, any of the Mortgages or any other agreement or document relating to such agreements; and
(m) expenses incurred by any Purchaser in connection with any bankruptcy, voluntary or involuntary, or similar proceeding of any Loan DocumentsObliger. The obligations of Borrower the Company under this clause (e) section 8 shall survive the payment or prepayment of Borrower’s indebtedness under this Agreement the Notes and the termination of this Agreement, the Indenture, the Pledge Agreements and the Mortgages.
Appears in 1 contract
Expenses and Taxes. (a1) Borrower agrees to jointly and severally pay (or cause Guarantor to pay, whether or not ) on demand all of the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan DocumentsLender (including, including but not limited to without limitation, the reasonable fees and out-of-pocket expenses of the Lender’s counsel, and all UCC and judgment lien searcheslien, titletax, litigationjudgment, tax pending suit, and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for pre- and post-Closing UCC, title and other lien searches as specified searches, real estate appraisal fees, field examination costs and fees, survey fees, recording and title insurance costs, and environmental report and analysis, and the costs of Intralinks or other similar transmission system, if applicable) in Section 5.7connection with the due diligence, structuring, preparation, negotiation, revision, execution, and delivery of: (i) this Agreement, the other Financing Agreements and all other instruments, agreements, certificates or documents provided for herein or therein or delivered or to be delivered hereunder or thereunder, and (ii) any and all amendments, modifications, supplements and waivers executed and delivered pursuant hereto or any other Financing Agreements or in connection herewith or therewith after the Closing Date. In additionLender, in its sole discretion, may deduct all such unpaid amounts from the aggregate proceeds of the Loans or debit such amounts from the operating accounts of Borrowers maintained with Lender. If Lender uses in-house counsel for any of these purposes, Borrower shall pay all further agrees that its Liabilities hereunder and under the other Financing Agreements include reasonable charges for such work commensurate with the fees and expenses associated with any amendments, modifications and terminations to that would otherwise be charged by outside legal counsel selected by Lender for the Loan Documents following Closingwork performed.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c2) Borrower also agrees to jointly and severally pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the administration, enforcement, protection or preservation of any right or claim of LenderLender (including any foreclosure sale, deed in lieu transaction or costs incurred in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom and any post-judgment enforcement action including, without limitation, supplementary proceedings in connection with the enforcement of this Agreement), (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultantsconsultants as provided herein, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral Collateral, (vi) the determination of whether or not Borrower has performed the obligations undertaken by Borrower hereunder or has satisfied any conditions precedent to the obligations of the Lender hereunder, and (vivii) the collection of any amounts due under the Loan Documents.
(d) Financing Agreements. If Lender uses in-house counsel for any of these purposes (i.e., for any task in connection with the purposes set forth in (aenforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Financing Agreements), (b) or (c) above, Borrower further agrees that its Obligations Liabilities under the Loan Documents Financing Agreements include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.such
(e3) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax or any branch profits tax), if any, in connection with the issuance of the Notes and the recording of any Loan DocumentsFinancing Agreements. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement. All of each Borrower’s obligations provided for in this Section 12.1 shall be Liabilities secured by the Collateral.
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Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.75.34. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) abovethese purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in-house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(b) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (1) the enforcement, protection or preservation of any right or claim of Lender (including any foreclosure sale, deed in lieu transaction or costs incurred in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom and any post-judgment enforcement action including, without limitation, supplementary proceedings in connection with the enforcement of this Agreement), (2) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (3) all fees and disbursements of Lender’s consultants, (4) the termination of this Agreement, (5) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (6) the collection of any amounts due under the Loan Documents. If Lender uses in-house counsel for any of these purposes (i.e., for any task in connection with the enforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Loan Documents), Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in –house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Expenses and Taxes. (a) Borrower agrees to payFrom and after the date hereof, whether or not the Closing occurs, a Company shall reimburse the Purchasers for the reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges fees and expenses (including reasonable attorneys’ fees) disbursements incurred by Lender the Purchasers in connection with transactions contemplated hereby and by the negotiation, preparation, legal review and execution of each of the Loan Transaction Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits disbursements of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender legal counsel (including the court costs and fees and expenses of Lender’s counselXxxxxxx Xxxx & Xxxxxxxxx LLP and Stikeman Elliott LLP), advisers accountants, advisors and consultants) , and such other fees and expenses, including diligence fees and expenses, incurred by the Purchaser Group in connection with (i) the enforcementnegotiation and execution and delivery of this Agreement and the Transaction Documents and any instrument delivered in connection therewith as well as any amendments, protection modifications or preservation of any right or claim of Lenderwaivers thereto, (ii) recording, filing the Purchaser Group’s due diligence investigation and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey chargesnegotiation of a term sheet, (iii) all fees the transactions contemplated by this Agreement and disbursements of Lender’s consultantsthe other agreements contemplated hereby, including the Transaction Documents, (iv) all fees and expenses related to compliance with Antitrust Regulations, including any filing fees required by such Antitrust Regulations, and (v) any fees associated with listing of the Common Shares on a securities exchange. Reimbursement of such fees, disbursements and expenses shall be made promptly (and, in any event, within five (5) Business Days after receipt by the Company of a request therefore) by wire transfer of immediately available funds to an account or accounts designated by the Purchaser in a reasonably detailed statement or statements of such fees, disbursements and expenses delivered to the Company on, prior to or following any Closing Date, including after any termination of this Agreement; provided, (v) however, with respect to reimbursement of expenses for legal counsel, the creation, preservation, perfection, maintenance, amendment and termination “reasonably detailed statement” need not include any attorney time descriptions of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documentswork performed.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) The Company will pay, and save and hold the Purchasers harmless from any and all liabilities (including interest and penalties) with respect to, or (c) aboveresulting from any delay or failure in paying, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house stamp and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all other taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property taxtaxes), if any, in connection with which may be payable or determined to be payable on the issuance execution and delivery or acquisition of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this AgreementUnits.
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Expenses and Taxes. The Borrowers agree to pay (awithout duplication), all of the following fees, costs and expenses: (i) Borrower agrees to pay, whether or not the Closing occurs, a all reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges costs and expenses (including reasonable attorneys’ fees) incurred by the Lender in connection with the negotiation, preparation, legal review printing, typing, reproduction, execution and execution of each delivery of the Loan DocumentsDocuments and any and all other documents furnished pursuant hereto or in connection herewith, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such without limitation the reasonable attorneys’ fees and expenses associated with any amendments, modifications and terminations of outside counsel to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses Lender incurred by Lender in connection with audits of Borrower’s books the foregoing and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
Agreement; (cii) Borrower also agrees to pay all reasonable and out-of-pocket charges costs and expenses of the Lender 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 expenses of counsel retained by the Lender relative thereto; (iii) all Uniform Commercial Code and Lien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and expenses incurred by the Lender, if applicable, and costs and all fees and taxes payable in connection with the filing or recording of any Loan Documents or financing statements incurred by the Lender; (iv) all costs and expenses incurred by the Lender (including the court costs and including, without limitation, reasonable out-of-pocket attorneys’ fees and expenses of the Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) above, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the 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 Lender in conducting an independent audit or review by the Lender’s internal staff of the books and records of the Borrowers and the collateral provided under the Loan Documents, including, without limitation, the costs and expenses of field exams of the Collateral. In addition, the Borrowers shall pay any and all stamp, transfer and other similar taxes (other than any Excluded Taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents, or the issuance of the Notes Notes, or the making of the Loans, and agrees to save and hold the recording 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. Any portion of any Loan Documents. The obligations the foregoing fees, costs and expenses which remains unpaid following the Lender’s statement and request for payment thereof shall bear interest from the date of Borrower under this clause (e) shall survive such statement and request to the date of payment of Borrower’s indebtedness under this Agreement and at a per annum rate equal to the termination of this AgreementDefault Rate.
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Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to including, without limitation, UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) abovethese purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Notwithstanding the foregoing, the fees incurred by Lender's in-house counsel in connection with closing the Loan shall not exceed Thirty Five Thousand Dollars ($35,000), which specifically excludes any outside counsel retained by Lender and any out-of-pocket legal costs incurred by Lender, including lien and litigation search fees, UCC financing statements and termination statements, and the similar fees.
(b) Borrower acknowledges that also agrees to pay all out-of-pocket charges and expenses incurred by Lender may use both (including the fees and expenses of Lender's counsel) in connection with the enforcement, protection or preservation of any right or claim of Lender, the termination of this Agreement, the termination of any Liens of Lender on the Collateral, or the collection of any amounts due under the Loan Documents. If Lender uses in–-house and outside counsel for any of these purposes (i.e., for any task in connection with the enforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Loan Documents), Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such purposes but work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender shall use reasonable efforts to avoid duplicate fees for the same taskswork performed.
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s 's income or revenues or any personal property tax), if any, in connection with the issuance of the Notes Note and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s 's indebtedness under this Agreement and the termination of this Agreement.
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Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7searches. In addition, subject to the limits set forth in Section 5.25 hereof, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing. If Lender uses in-house counsel for any of these purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i1) the administration, enforcement, protection or preservation of any right or claim of LenderLender (including any foreclosure sale, deed in lieu transaction or costs incurred in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom and any post-judgment enforcement action including, without limitation, supplementary proceedings in connection with the enforcement of this Agreement), (ii2) the syndication of any Credit Facility (subject to the limits set forth in Section 5.25 hereof), (3) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii4) all fees and disbursements of Lender’s consultantsconsultants as provided herein, (iv5) the termination of this Agreement, (v6) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral Collateral, (7) the determination of whether or not Borrower has performed the obligations undertaken by Borrower hereunder or has satisfied any conditions precedent to the obligations of Lender hereunder and (vi) 8) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house counsel for any of these purposes (i.e., for any task in connection with the purposes set forth in (aenforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Loan Documents), (b) or (c) above, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
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Expenses and Taxes. (a) Borrower agrees Borrowers agree to pay, whether or not the Closing occurs, pay a reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and reasonable expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to including, without limitation, UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title closing UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower Borrowers shall pay all such fees and expenses associated with any amendments, modifications and terminations amendments to the Loan Documents following Closingthe Closing Date.
(b) Borrower agrees Borrowers also agree to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and actual expenses incurred by Lender (including the court costs and actual fees and expenses of Lender’s in-house and outside counsel, advisers and consultants) in connection with (i) the enforcement, protection protection, preservation, administration or preservation monitoring of any right or claim of Lender, (ii) recordingany of the Collateral, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house legal counsel and/or auditors for any of the purposes set forth in (a)these purposes, (b) or (c) above, Borrower agrees Borrowers further agree that its Obligations under the Loan Documents include reasonable charges for such legal work commensurate with the fees that would otherwise be charged by outside legal counsel or audit firm (as the case may be) selected by Lender for the work performed. Notwithstanding the foregoing, and provided no Event of Default has occurred, has been duly noticed by Lender to Borrowers (if notice is required) and is continuing, Lender shall agree to limit fees charged for its auditors and legal counsel in the circumstances described below as follows:
(i) In connection with audits conducted with respect to Collateral and Facilities subject to this Agreement as of the date hereof, Lender shall limit audit fees to $25,000.00 in the aggregate per year, plus actual expenses. For each facility added on or after the date hereof, this annual audit fee limitation shall be increased by $250, with the amount of audit fees payable for the year in which the facility is added to be prorated based on the number of audits remaining in the year to be performed after the facility’s addition;
(ii) in connection with audits conducted with respect to the addition of New Operating Companies, new facilities and new Collateral to this Agreement, Lender shall limit audit fees to $2,500.00 per each new facility provided the applicable Borrower acknowledges delivers all relevant books, records and other information required by Lender in its sole discretion to perform a desk review of such new facility; and
(iii) in connection with legal services conducted with respect to the preparation of additional Loan Documents required for the addition of New Operating Companies, new facilities and new Collateral to this Agreement, Lender shall limit legal fees charged to Borrowers to $2,500.00 per each new Facility provided: (A) the applicable Borrower delivers to Lender all relevant books, records, corporate organizational documents, lease agreements, purchase agreements and other information required by Lender in its sole discretion to prepare the appropriate loan documentation, UCC financing statements, estoppel certificates and other agreements and documents required to effectuate such amendment, (B) Lender has no need for the services of outside counsel, (C) the facility to be added is not the subject of any bankruptcy or insolvency proceeding; provided however that Lender may use both in–house and outside counsel for any facility to be added which is the subject of any bankruptcy or insolvency proceeding, the legal fees charged to add such purposes but facility shall not exceed $3,500.00 per facility, (D) in Lender’s reasonable opinion, no additional legal services are required for the addition of the proposed new facility or New Operating Companies beyond the preparation and negotiation of an amendment to the Note and Loan Agreement substantially in the form of the amendments previously entered into between Borrowers and Lender, the preparation and filing of UCC financing statements, the review of corporate documentation of the New Operating Company, and the preparation of intercreditor agreements and of estoppel certificates, and (E) in Lender’s reasonable opinion the proposed transaction is not complex or complicated. Lender shall agrees to use reasonable its best efforts to avoid duplicate fees contain its legal costs for transactions that do not fit the same taskscriteria described in this subparagraph (3).
(ec) Borrower Borrowers shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes Note and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower Borrowers under this clause (ec) shall survive the payment of Borrower’s indebtedness Borrowers’ Indebtedness under this Agreement and the termination of this Agreement.
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Expenses and Taxes. (a) Borrower agrees to payAt each Closing, whether or not the Closing occurs, a Company shall reimburse the WP Purchasers for the reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) disbursements incurred by Lender the WP Purchasers in connection with transactions contemplated hereby and the negotiation, preparation, legal review and execution of each of the Loan Transaction Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits disbursements of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender legal counsel (including the court costs and fees and expenses of Lender’s counselXxxxxxx Xxxx & Xxxxxxxxx LLP), advisers accountants, advisors and consultants) , and such other fees and expenses, including diligence fees and expenses, incurred by the WP Purchaser Group in connection with (i) the enforcementnegotiation and execution and delivery of this Agreement and the Transaction Documents and any instrument delivered in connection therewith as well as any amendments, protection modifications or preservation of any right or claim of Lenderwaivers thereto, (ii) recordingthe transactions contemplated by this Agreement and the other agreements contemplated hereby, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey chargesincluding the Transaction Documents, (iii) all fees and disbursements of Lender’s consultantsexpenses related compliance with Antitrust Regulations, including any filing fees required by such Antitrust Regulations, and (iv) any fees associated with listing any of the termination Securities on a securities exchange. Reimbursement of this Agreementsuch fees, (v) disbursements and expenses shall be made by wire transfer of immediately available funds to an account or accounts designated by the creationWP Purchaser, preservationset forth in a statement delivered to the Company on or prior to the applicable Closing Date, perfectionand thereafter the Company will pay, maintenancepromptly upon receipt of a supplemental statement therefor, amendment such additional reasonable fees, disbursements and termination expenses, if any, as may be incurred by the WP Purchaser Group in connection with such transactions. All such fees and disbursements of the WP Purchasers submitted for reimbursement shall be accompanied by invoices or other reasonable documentation evidencing such items; provided, however, with respect to reimbursement of expenses for legal counsel, the “reasonable documentation” need not include any Liens attorney time descriptions of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documentswork performed.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) The Company will pay, and save and hold the Purchasers harmless from any and all liabilities (including interest and penalties) with respect to, or (c) aboveresulting from any delay or failure in paying, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house stamp and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all other taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property taxtaxes), if any, in connection with which may be payable or determined to be payable on the issuance execution and delivery or acquisition of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this AgreementSecurities.
Appears in 1 contract
Expenses and Taxes. (a) Borrower agrees to payAt each Closing, whether or not the Closing occurs, a Company shall reimburse the WP Purchasers for the reasonable documentation preparation fee, together with actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) disbursements incurred by Lender the WP Purchasers in connection with transactions contemplated hereby and the negotiation, preparation, legal review and execution of each of the Loan Transaction Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits disbursements of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender legal counsel (including the court costs and fees and expenses of Lender’s counselXxxxxxx Xxxx & Xxxxxxxxx LLP), advisers accountants, advisors and consultants) , and such other fees and expenses, including diligence fees and expenses, incurred by the WP Purchaser Group in connection with (i) the enforcementnegotiation and execution and delivery of this Agreement and the Transaction Documents and any instrument delivered in connection therewith as well as any amendments, protection modifications or preservation of any right or claim of Lenderwaivers thereto, (ii) recording, filing the WP Purchaser Group’s due diligence investigation and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey chargesnegotiation of a term sheet, (iii) the transactions contemplated by this Agreement and the other agreements contemplated hereby, including the Transaction Documents, (iv) all fees and expenses related compliance with Antitrust Regulations, including any filing fees required by such Antitrust Regulations, and (v) any fees associated with listing any of the Securities on a securities exchange. Reimbursement of such fees, disbursements and expenses shall be made by wire transfer of immediately available funds to an account or accounts designated by the WP Purchaser, set forth in a statement delivered to the Company on or prior to the applicable Closing Date, and thereafter the Company will pay, promptly upon receipt of a supplemental statement therefor, such additional reasonable fees, disbursements and expenses, if any, as may be incurred by the WP Purchaser Group in connection with such transactions. All such fees and disbursements of Lender’s consultantsthe WP Purchasers submitted for reimbursement shall be accompanied by invoices or other reasonable documentation evidencing such items; provided, (iv) however, with respect to reimbursement of expenses for legal counsel, the termination “reasonable documentation” need not include any attorney time descriptions of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documentswork performed.
(d) If Lender uses in-house counsel for any of the purposes set forth in (a), (b) The Company will pay, and save and hold the Purchasers harmless from any and all liabilities (including interest and penalties) with respect to, or (c) aboveresulting from any delay or failure in paying, Borrower agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house stamp and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasks.
(e) Borrower shall pay all other taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property taxtaxes), if any, in connection with which may be payable or determined to be payable on the issuance execution and delivery or acquisition of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this AgreementSecurities.
Appears in 1 contract
Expenses and Taxes. (a) Borrower agrees to payUnless otherwise provided herein, whether or not each party hereto shall pay its own expenses incurred in connection with this Agreement and in the Closing occurspreparation for and consummation of the transactions provided for herein, a reasonable documentation preparation feeincluding, together with actual legalwithout limitation, audit and appraisal fees and all other out-of-pocket charges costs 75 and expenses incurred in connection with any title insurance policies, surveys or environmental assessments (including reasonable attorneys’ feesthe environmental remediation described in Section 6.16) obtained by such party (and in the case of STC, all expenses incurred by Lender STC in connection with STC's financing required to consummate the transactions contemplated herein). Notwithstanding the foregoing, HAT and STC shall each pay one-half of (i) all sales (including, without limitation, bulk sales), use, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees ("Transfer Taxes") applicable to, imposed upon or arising out of the conveyances of the Assets whether now in effect or hereinafter adopted and regardless of which party such Transfer Tax is imposed upon, (ii) any FCC filing fees incurred in connection with the negotiation, preparation, legal review and execution of each assignment of the Loan DocumentsFCC Licenses, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies and UCC filings and fees for post-Closing UCC, title and other lien searches as specified in Section 5.7. In addition, Borrower shall pay all such (iii) any fees and expenses associated incurred in connection with any amendmentsHSR Filings, modifications and terminations to (iv) any fees and expenses incurred in connection with the Loan Documents following Closinguse of a QI as contemplated by Section 6.12.
(b) Borrower HAT acknowledges and agrees that STC is acquiring WPTZ and WNNE for HAT's benefit, and HAT agrees to pay reimburse STC for all fees costs and expenses incurred by Lender STC under the Sincxxxx Xxxuments, including, without limitation, (i) the costs of the letter of credit deposited by STC pursuant to the Sincxxxx Xxxeement (provided that there shall not have been a material breach or default by STC under the Sincxxxx Xxxeement which results in the forfeiture of the letter of credit to Sincxxxx), xnd (ii) STC's share of costs and expenses required to be paid by STC pursuant to Section 15.3 of the Sincxxxx Xxxeement; provided, however, all expenses of counsel and accountants of any STC Party in connection with audits of Borrower’s books the negotiation and records, audits and valuations of Borrower’s inventory, appraisals documentation of the Collateral Sincxxxx Xxxuments and such other matters incident to the administration consummation of the transactions contemplated therein and all expenses of STC in connection with STC's financing required to repay the Burlington Financing Amount (net of the Cash Consideration) shall be paid by this Agreement as Lender shall deem appropriateSTC.
(c) Borrower also agrees Subject to pay HAT's obligations to reimburse STC for all out-of-pocket charges costs and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due STC under the Loan Documents.
(d) If Lender uses in-house counsel for any of the purposes set forth in (aSincxxxx Xxxuments pursuant to Section 12.3(b), (b) or (c) abovefrom and after the Closing, Borrower STC agrees that its Obligations to remit to HAT any monies received from Sincxxxx xx held for the benefit of STC under the Loan Documents include reasonable charges for such work commensurate with the fees Sincxxxx Xxxeement that would otherwise be charged by outside legal counsel selected by Lender for the work performed. Borrower acknowledges that Lender may use both in–house relate to WPTZ and outside counsel for any of such purposes but Lender shall use reasonable efforts to avoid duplicate fees for the same tasksWNNE.
(e) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documents. The obligations of Borrower under this clause (e) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Expenses and Taxes. (a) Borrower agrees to pay, whether or not the Closing occurs, a all reasonable documentation preparation feecosts and expenses incurred by Lender in connection with due diligence and analysis, together with examination and appraisals, documentation, negotiation and closing of the Loans, including but not limited to all actual legal, audit and appraisal fees and all other out-of-pocket charges and expenses (including reasonable attorneys’ fees) reasonably incurred by Lender in connection with the negotiation, preparation, legal review and execution of each of the Loan Documents, including but not limited to UCC and judgment lien searches, title, litigation, tax and bankruptcy searches, title insurance policies, environmental insurance policies searches and UCC filings and fees for post-Closing UCC, title UCC and other judgment lien searches as specified in Section 5.7searches. In addition, Borrower shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Loan Documents following Closing.
(b) Borrower agrees to pay all fees and expenses incurred by Lender in connection with audits of Borrower’s books and records, audits and valuations of Borrower’s inventory, appraisals of the Collateral and such other matters incident to the administration of the transactions contemplated by this Agreement as Lender shall deem appropriate.
(c) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the court costs and fees and expenses of Lender’s counsel, advisers and consultants) in connection with (i) the enforcement, protection or preservation of any right or claim of Lender, (ii) recording, filing and registration fees and charges, mortgage or documentary taxes, UCC searches, title and survey charges, (iii) all fees and disbursements of Lender’s consultants, (iv) the termination of this Agreement, (v) the creation, preservation, perfection, maintenance, amendment and termination of any Liens of Lender on the Collateral and (vi) the collection of any amounts due under the Loan Documents.
(d) . If Lender uses in-house counsel for any of the purposes set forth in (a), (b) or (c) abovethese purposes, Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender for the work performed.
(b) Borrower also agrees to pay all out-of-pocket charges and expenses incurred by Lender (including the fees and expenses of Lender’s counsel) in connection with the enforcement, protection or preservation of any right or claim of Lender, the termination of this 60 Agreement, the termination of any Liens of Lender on the Collateral, or the collection of any amounts due under the Loan Documents. Borrower acknowledges that If Lender may use both uses in–-house and outside counsel for any of these purposes (i.e., for any task in connection with the enforcement, protection or preservation of any right or claim of Lender and the collection of any amounts due under its Loan Documents), Borrower further agrees that its Obligations under the Loan Documents include reasonable charges for such purposes but work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Lender shall use reasonable efforts to avoid duplicate fees for the same taskswork performed.
(ec) Borrower shall pay all taxes (other than taxes based upon or measured by Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any Loan Documentsthe security documents therefor. The obligations of Borrower under this clause (ec) shall survive the payment of Borrower’s indebtedness under this Agreement and the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Correctional Services Corp)
