Expenses; Documentary Taxes; Indemnification. (a) Whether or not the Effective Date shall have occurred, the Borrower agrees to pay (i) all out-of-pocket costs and expenses of the Administrative Agent, (A) including reasonable fees and disbursements of one firm acting as special counsel for the Administrative Agent, in connection with the due diligence, preparation, execution and delivery of any Credit Document, any waiver or consent thereunder or any amendment hereof or any Default or alleged Default hereunder and (B) in connection with the administration and syndication (including, without limitation, printing and distribution) of the credit facility provided hereby and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel (including without limitation the reasonably allocated costs of internal counsel if the Borrower shall not also be responsible for the costs of other counsel for such Person) in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify the Administrative Agent, each other Agent and each Bank against any transfer, documentary stamp, registration, recording, excise, intangible or similar taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of any Credit Document.
(b) Whether or not the Effective Date shall have occurred and whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agent, each other Agent, each Bank and their Affiliates and their respective directors, officers, employees, advisors and agents (each an “Indemnified Party”) from and against all losses, settlement costs, liabilities, penalties, claims, damages or expenses that may be incurred by or asserted or awarded against any Indemnified Party arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Credit Documents, the use of the proceeds thereof, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and to reimburse each Indemnified Party promptly upon demand for any legal or other expenses incurred in connection with invest...
Expenses; Documentary Taxes; Indemnification. 46 SECTION 9.04. Sharing of Set-Offs.........................................................47 SECTION 9.05.
Expenses; Documentary Taxes; Indemnification. Sharing of Set-Off Section 9.05 Amendments and Waivers Section 9.06 Successors and Assigns Section 9.07 Collateral Section 9.08 Governing Law; Submission to Jurisdiction Section 9.09 Counterparts; Integration Section 9.10 Confidentiality SCHEDULE I: Senior Managing Agents and Managing Agents SCHEDULE II: Co-Agents EXHIBIT A Note EXHIBIT B Form of Money Market Quote Request EXHIBIT C Form of Invitation for Money Market Quotes EXHIBIT D Form of Money Market Quote EXHIBIT E Form of Commitment Increase Agreement EXHIBIT F Form of Added Bank Agreement EXHIBIT G Opinion of Counsel for the Borrower EXHIBIT H Opinion of Xxxxx Mulliss & Wicker, PLLC, Special Counsel for the Agent EXHIBIT I Assignment and Assumption Agreement EXHIBIT J Form of Borrowing Notice THIS FIVE-YEAR CREDIT AGREEMENT dated as of June 16, 2003 is among TARGET CORPORATION, the BANKS listed on the signature pages hereof, the SENIOR MANAGING AGENTS, MANAGING AGENTS, CO-AGENTS, CO-DOCUMENTATION AGENTS and CO-SYNDICATION AGENTS listed herein and BANK OF AMERICA, N.A. as Administrative Agent;
Expenses; Documentary Taxes; Indemnification. (a) Each applicable Fund shall promptly pay, if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by State Street, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. Each Fund shall indemnify State Street against any transfer taxes, documentary taxes (but not income taxes), assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.
(b) Each Fund agrees to indemnify State Street and each of its Affiliates, officers, directors and employees (each, a "Covered Person") and hold each Covered Person harmless from and against any and all Liabilities which may be incurred by or asserted or awarded against such Covered Person, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Covered Person shall be designated a party thereto) relating to or arising out of this Agreement or any Funding Loan Document or any actual or proposed use of proceeds of Funding Loans or Draw-downs hereunder, provided that no Covered Person shall have the right to be indemnified hereunder for Liabilities that are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Covered Person's gross negligence, bad faith or willful misconduct.
Expenses; Documentary Taxes; Indemnification. Sharing of Set-Off Section 9.05 Amendments and Waivers Section 9.06 Successors and Assigns Section 9.07 Collateral Section 9.08 Governing Law; Submission to Jurisdiction
Expenses; Documentary Taxes; Indemnification. 62 SECTION 7.04. Amendments, Waivers and Consents. 64 SECTION 7.05. Benefit of Agreement. 65 SECTION 7.06. Nonliability of Agent and Lenders. 68 SECTION 7.07. Confidentiality. 69 SECTION 7.08. Representation by the Lender. 70 SECTION 7.09. Governing Law. 70 SECTION 7.10. Consent to Jurisdiction; Waiver of Jury Trial. 70 SECTION 7.11. Interpretation. 71 SECTION 7.12. Counterparts. 71 SECTION 7.13. Entire Agreement. 71 SECTION 7.14. Amendment and Restatement; No Novation. 71 Article VIII AGENCY PROVISIONS 71 SECTION 8.01. Appointment. 71 SECTION 8.02. Rights as a Lender. 72 SECTION 8.03. Exculpatory Provisions. 72 SECTION 8.04. Reliance by the Agent. 73 SECTION 8.05. Delegation of Duties. 73
Expenses; Documentary Taxes; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agents, including reasonable fees and disbursements of special counsel for the Agents, in connection with the preparation of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agents or any Lender, including fees and disbursements of counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Company shall indemnify the Agents and each Lender against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Financing Documents.
(b) The Company agrees to indemnify the Agents, the Co-Agent and each Lender, and hold each of them harmless, from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, reasonable fees and disbursements of counsel, which may be incurred by such Lender (or by such Agent or the Co-Agent) in connection with any investigative, administrative or judicial proceeding (whether or not it shall be designated a party thereto) relating to or arising out of the Financing Documents or any actual or proposed use of proceeds of Loans hereunder; provided that none of the Agents, the Co-Agent and the Lenders shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction.
Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation of this Agreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder and (ii) if a Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank, including fees and disbursements of counsel, in connection with such Default and collection and other enforcement proceedings resulting therefrom, including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents.
(b) The Borrower shall indemnify the Agent and each Bank against any transfer taxes, documentary taxes, assessments or charges made by any Authority by reason of the execution and delivery of this Agreement or the other Loan Documents.
(c) The Borrower shall indemnify the Agent, the Banks and each Affiliate thereof and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any
Expenses; Documentary Taxes; Indemnification. 51 9.04 Sharing of Set-Offs............................................ 51 9.05
Expenses; Documentary Taxes; Indemnification. Setoffs; Sharing of Set-Offs
