Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. The Company agrees to pay duplicating and printing costs and charges for shipping the Note, adequately insured to Century's home office or at such other place as Century may designate, and all reasonable expenses of Century (including, without limitation, the reasonable fees and expenses of any financial advisor to Century) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any proposed or actual amendments, waivers, or consents resulting from any work-out, re-negotiations or restructuring relating to the performance by the Company of its obligations under this Agreement and the Note. The Company also agrees that it will pay and hold Century harmless against any and all liabilities with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Note, whether or not the Note is then outstanding. The Company agrees to protect and indemnify Century against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any Person engaged by Century) in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. The Company agrees to pay duplicating ----------------------------- and printing costs and charges for shipping the Note, adequately insured to Xxxxxx'x home office or at such other place as Abbott may designate, and all reasonable expenses of Abbott (including, without limitation, the reasonable fees and expenses of any financial advisor to Abbott) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions of this Agreement, including, without limitation, any proposed or actual amendments, waivers, or consents resulting from any work-out, re-negotiations, or restructuring relating to the performance by the Company of its obligations under this Agreement and the Note. The Company also agrees that it will pay and hold Abbott harmless against any and all liabilities with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Note, whether or not the Note is then outstanding. The Company agrees to protect and indemnify Abbott against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any Person engaged by a Purchaser) in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. Without limiting Section 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapxxx xxx Cutlxx xxx disbursements unposted or not incurred as of a Closing Date. The Company further agrees that it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding and to pay and save you harmless against any and all losses, costs and expenses relating to any request by the Requisite Holders of the Notes for the Company to hire a consultant pursuant to Section 5.16(c). The Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for each series, and tranche, if any, of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.
Expenses, Stamp Tax Indemnity. The Company agrees to pay all expenses in connection with the issuance, sale and delivery to you of the Notes, including the cost of shipping the same to you at your home office or such other place as you may specify. Whether or not the purchase herein contemplated shall be consummated, the Company agrees to reimburse you for all of your out-of-pocket expenses, including, but not limited to, the reasonable charges and disbursements of your special counsel in connection with the transaction contemplated by this Agreement and all of your out-of-pocket expenses relating to any amendments of this Agreement or waivers or consents pursuant to the provisions hereof or thereof, including, without limitation, any amendments, waivers or consents resulting from any work-out, restructuring or similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company agrees to indemnify and hold you harmless from any liability on account of stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes. The Company further agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. The Company will pay the following expenses in connection with this Agreement and the transactions contemplated hereby: (a) duplicating and printing costs and charges for shipping the Notes, adequately insured to each original Holder's home or office or at such other place as such Holder may designate, and (b) all such expenses relating to any amendment, waivers or consents (whether or not consummated) pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company will pay, and indemnify each Holder against any liability for, brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement and resulting from an agreement or alleged agreement between the Company and such Person. As a condition to transferring the ownership of a Note on the Note Register, the Company may require that the Holder of the Note first pay to the Company the amount of any tax or governmental charge applicable to the transfer of the Note.
Expenses, Stamp Tax Indemnity. Whether or not the Note is sold, the Grantor will pay all expenses relating to the Operative Agreements, including but not limited to: (i) the cost of reproducing the Operative Agreements; (ii) the reasonable fees and disbursements of Xxxxx Xxxxx LLP, special counsel for the beneficial holder of the Note; (iii) the Beneficiary’s out-of-pocket expenses; (iv) all recording and filing fees and stamp taxes in connection with the recordation or filing and rc-recordation or re-filing of the items referred to in Section 3.1(b) of the Note Purchase Agreement; (v) the reasonable fees and disbursements of the title company referred to in Section 3.2(c) of the Note Purchase Agreement in connection with the issuance of the title insurance policy and the reasonable fees and disbursements of the civil engineer or surveyor which conducted the survey referred to in Section 3.2(b) of the Note Purchase Agreement in connection with the preparation of such survey; (vi) the reasonable fees and disbursements of (a) the Person that prepared the Environmental Assessment referred to in Section 3.2(d) of the Note Purchase Agreement, (b) the Person that prepared the appraisal referred to in Section 3.2(e) of the Note Purchase Agreement, (c) the Construction Monitor, and (d) the Construction Escrow Agent; (vii) the reasonable fees and disbursements of the Escrow Agent in connection with its duties under the Escrow and Servicing Agreement; and (viii) all expenses relating to any amendments, waivers or consents pursuant to the provisions of any of the Operative Agreements, including without limitation, any amendments, waivers or consents resulting from any work-out, restructuring or similar proceedings relating to the performance by the Grantor of its obligations under any of the Operative Agreements or relating to the performance by the LVCVA of its obligations under the Naming Rights Agreement. The Clark County Las Vegas Stadium, LLC Deed of Trust, Security Agreement, Assignment obligations of the Grantor under this Section 6.11 shall survive the payment or prepayment of the Note and the termination of any of the Operative Agreements.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of Purchasers' reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including attorneys' fees and expenses, duplicating and printing costs and charges for shipping the Notes, adequately insured to Purchasers at Purchasers' homes, offices or at such other place as Purchasers may designate, and all such expenses relating to any amendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under the Agreement and the Notes. The Company further agrees that it will pay and save Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Company agrees to protect and indemnify Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. The Company agrees to pay duplicating and printing costs and charges for shipping the Credit Facility Note, adequately insured to Century's home office or at such other place as Century may designate, and all reasonable expenses of Century (including, without limitation, the reasonable fees and expenses of any financial advisor to Century) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any proposed or actual amendments, waivers, or consents resulting from any work-out, re-negotiations or restructuring relating to the performance by the Company of its obligations under this Agreement and the Credit Facility Note. The Company also agrees that it will pay and hold Century harmless against any and all liabilities with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Credit Facility Note, whether or not the Credit Facility Note is then outstanding. The Company agrees to protect and indemnify Century against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any Person engaged by Century) in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Company Security Agreement, the Subsidiary Security Agreement and the Subsidiary Senior Subordinated Guaranty Agreement and the transactions contemplated hereby and thereby, including but not limited to: (a) the cost of reproducing this Agreement, the Company Security Agreement, the Subsidiary Security Agreement, the Subsidiary Senior Subordinated Guaranty Agreement and the Notes; (b) the reasonable fees and disbursements of Xxxxxxx and Xxxxxx, your special counsel; (c) the reasonable fees and disbursements of the local counsels listed in ss.4.1(f); (d) all reasonable fees, costs and other expenses of the Security Trustee, as trustee under the Company Security Agreement and the Subsidiary Security Agreement; (e) all recording and filing fees and stamp taxes in connection with the recordation or filing and re-recordation or re-filing of the Company Security Agreement and the Subsidiary Security Agreement and financing and continuation statements and other notices of either thereof necessary to maintain the first perfected lien on the Collateral under the Company Security Agreement and the Subsidiary Security Agreement; (f) the cost of conducting all reasonable Uniform Commercial Code and tax lien searches; and (g) all fees, expenses and disbursements of the Security Trustee 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
