Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 10 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 10 contracts
Samples: Credit Agreement (Rockwell Automation, Inc), Credit Agreement (Rockwell Automation, Inc), Credit Agreement (Rockwell Automation Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of Davix Xxxx & Xardxxxx, xxecial counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 5 contracts
Samples: Assignment and Assumption Agreement (K N Energy Inc), Conformed (K N Energy Inc), Credit Agreement (K N Energy Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent, including reasonable and documented fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 5 contracts
Samples: Credit Agreement (Consolidated Edison Co of New York Inc), Credit Agreement (Consolidated Edison Co of New York Inc), Credit Agreement (Consolidated Edison Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Financing Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including (without duplication) the fees and disbursements of outside counsel and (or, in lieu thereof, the allocated cost of inside in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 5 contracts
Samples: Credit Agreement (Unova Inc), Credit Agreement (Unova Inc), Credit Agreement (Unova Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including (without duplication) the fees and disbursements of outside counsel and (or, in lieu thereof, the allocated cost of inside in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 4 contracts
Samples: Credit Agreement (Litton Industries Inc), Credit Agreement (Litton Industries Inc), Bridge Loan Agreement (Pentair Inc)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank (including any Issuing Bank), including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Rockwell Collins Inc), Credit Agreement (Rockwell Collins Inc), Credit Agreement (Rockwell Collins Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 3 contracts
Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc), Conformed Copy (Armstrong World Industries Inc)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 3 contracts
Samples: Credit Agreement (Campbell Soup Co), Credit Agreement (Campbell Soup Co), Credit Agreement (Estee Lauder Companies Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Marsh & McLennan Companies Inc), Assignment and Assumption Agreement (Marsh & McLennan Companies Inc), Credit Agreement (Marsh & McLennan Companies Inc)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 3 contracts
Samples: Day Credit Agreement (Imc Global Inc), Credit Agreement (Imc Global Inc), Imc Global Inc
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and customary out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and customary out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromfrom such Event of Default.
Appears in 3 contracts
Samples: Credit Agreement (Galileo International Inc), Credit Agreement (Galileo International Inc), Credit Agreement (Galileo International Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including including, without limitation, reasonable fees and disbursements of outside counsel for the Administrative Agent, Agent in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder hereunder, and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent Agent, each Fronting Bank and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, workout, restructuring and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Aes Corp), Credit Agreement (Aes Corp)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of counsel for the Administrative Agent, Agent in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Consolidated Edison Inc), Credit Agreement (Consolidated Edison Co of New York Inc)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgent and the Joint Arrangers, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Lender and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Estee Lauder Companies Inc), Credit Agreement (Estee Lauder Companies Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including (without duplication) the fees and disbursements of outside counsel and (or, in lieu thereof, the allocated cost of inside in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Litton Industries Inc), Credit Agreement (Litton Industries Inc)
Expenses; Indemnification. (a) The Borrower AES shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Financing Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent Agent, each Fronting Bank and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Aes Corporation), Credit Agreement (Aes Corporation)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Guidant Corp), Assignment and Assumption Agreement (Guidant Corp)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including reasonable fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Revolving Credit Agreement (American Mobile Satellite Corp), Term Credit Agreement (American Mobile Satellite Corp)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Agreement (Trigon Healthcare Inc), Assignment and Assumption Agreement (Trigon Healthcare Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative each Agent, including fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occursoccurs and is continuing, all out-of-pocket expenses incurred by the Administrative each Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Mallinckrodt Inc /Mo), Credit Agreement (Mallinckrodt Inc /Mo)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (including, without limitation and without duplication) , the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each BankBank Party, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Bellwether Exploration Co)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of Administrative the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank or any Issuing Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, workout, restructuring and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable out-–of-–pocket expenses of the Administrative Agent, including fees and disbursements of counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-–of-–pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred incur-red by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Guidant Corp
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) including, for the Administrative Agent or any Bank, either the fees and disbursements of outside counsel and or the allocated cost of inside counsel, counsel in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of Administrative the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank or any Issuing Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, workout, restructuring and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgent and the Arranger, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Lender and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket out‑of‑pocket expenses of the Administrative Agent, including fees and disbursements of counsel for the Administrative Agent, Agent in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Co-Administrative AgentAgents, including fees and disbursements of counsel for the Administrative AgentAgent and Co-Administrative Agents, in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative each Agent, including reasonable fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occursoccurs and is continuing, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative either Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Iomega Corp)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit Financing Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all i)all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Imc Global Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication, but subject to Section 9.3(c)) the fees and disbursements of outside counsel and or the allocated cost of inside internal counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, Agents (including the fees and disbursements expenses of Davix Xxxx & Xardxxxx, xxecial counsel for the Administrative Agent, Agents) in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Agreement (General American Transportation Corp /Ny/)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent, including reasonable and documented fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Day Revolving Credit Agreement (Consolidated Edison Co of New York Inc)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the or any other Credit DocumentsFinancing Document, any waiver or consent hereunder or any amendment hereof or thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent Agents and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgent and the Arranger, including reasonable fees and disbursements of special counsel for the Administrative AgentAgent and the Arranger, in connection with the preparation and administration of this Agreement and the other Credit Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Agreement (Marvel Enterprises Inc)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent and the Syndication Agent, including fees and disbursements of special counsel for the Administrative AgentAgents, in 134 connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, or any bankruptcy, insolvency and insolvency, reorganization or other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Execution (SFX Entertainment Inc)
Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of White & Case LLP, special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, Bank including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-–of-–pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-–of-–pocket expenses incurred by the Administrative Agent and each Bank (including any Issuing Bank), including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative each Agent, including reasonable fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses reasonably incurred by the Administrative Agent Agents and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and "work-out", collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Betzdearborn Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, reasonably incurred in connection with the preparation and administration of this Agreement and the other Credit Financing 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 an Event of Default occurs, all out-of-of- pocket expenses incurred by the Administrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Senior Managing Agent, including reasonable fees and disbursements of special counsel for the Administrative Senior Managing Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Senior Managing Agent and each or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Imc Global Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of Hxxxxx and Bxxxx, LLP, special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Agreement (Kinder Morgan Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of Haynxx xxx Boonx, XXP, special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including reasonable fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent Agents and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each BankLender Party, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside in-house counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including (without duplication) the fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each BankLender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Cisco Systems Inc)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank (including any Issuing Bank), including, for the Administrative Agent or any Bank, including (without duplication) either the fees and disbursements of outside counsel and or the allocated cost of inside counsel, counsel in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Documentation Agent, including reasonable fees and disbursements of special counsel for the Administrative Documentation Agent, in connection with the preparation and administration of this Agreement and the other Credit Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative each Agent and each Bank, including (including, without limitation and without duplication) , the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agents and the Security Agent, including fees and disbursements of special counsel for each Agent and the Administrative Security Agent, in connection with the preparation and administration of this Agreement and the other Credit Loan Documents, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by either Agent, the Administrative Security Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Agreement (Iomega Corp)
Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation and administration of this Agreement and the other Credit DocumentsAgreement, any waiver or consent hereunder thereunder or any amendment hereof thereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative theAdministrative Agent and each Bank, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
Appears in 1 contract
Samples: Credit Agreement (Guidant Corp)