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.
Appears in 1 contract
Samples: Convertible Subordinated Note Agreement (Micro Therapeutics Inc)
Expenses, Stamp Tax Indemnity. The Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay duplicating directly all of Purchasers' out-of-pocket expenses not to exceed $60,000 in the aggregate in connection with (a) the entering into of this Agreement and printing costs the Preferred Stock Purchase Agreement and charges for shipping the Noteconsummation of the transactions contemplated hereby and thereby, adequately insured including but not limited to Century's home office or at such other place as Century may designatethe reasonable fees, expenses and disbursements of Purchasers' counsel, and (b) so long as a Purchaser holds any of the Debentures, all reasonable such 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 waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any proposed or actual amendments, waivers, waivers or consents resulting from any work-out, re-negotiations restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NoteDebentures. The Company also agrees that it will pay and hold Century save Purchaser harmless against any and all liabilities 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 NoteDebentures, whether or not the Note is any Debentures are then outstanding. The Company agrees to protect and indemnify Century each Purchaser 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 retained by Century) the Company in connection with the transactions contemplated by this Agreement.
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Expenses, Stamp Tax Indemnity. The Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay duplicating directly all of your out-of-pocket expenses in connection with the preparation, execution and printing costs delivery of this Agreement and charges for shipping the Note, adequately insured to Century's home office or at such other place as Century may designatetransactions contemplated hereby, and all reasonable such 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 hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any proposed or actual amendments, waivers, or consents resulting from any work-out, re-negotiations renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the NoteNotes. The Company also agrees that it will pay and hold Century save you harmless against any and all liabilities 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 NoteNotes, whether or not the Note is any Notes are then outstanding. The Company agrees to protect and indemnify Century you 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 authorized by Century) the Company in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Note Agreement (Russell Corp)
Expenses, Stamp Tax Indemnity. The Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Lender's 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 Lender's counsel, duplicating and printing costs costs, and charges for shipping the Note, adequately insured insured, to Century's home the Lender at its main office or at such other place as Century it may designate, and so long as the Lender holds the Note, all reasonable such 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 save the Lender harmless against any and all liabilities 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 Note, whether or not the any Note is then outstanding. The Company agrees to protect and indemnify Century the Lender 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.
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Expenses, Stamp Tax Indemnity. The Whether the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your 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 your counsel, duplicating and printing costs and charges for shipping the Note, adequately insured to Century's you at your home office or at such other place as Century you may designate, and so long as you hold the Note, all reasonable such 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 save you harmless against any and all liabilities 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 Note, whether or not the Note is then outstanding. The Company agrees to protect and indemnify Century you 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.
Appears in 1 contract
Samples: Subordinated Note Agreement (Omniquip International Inc)
Expenses, Stamp Tax Indemnity. The Company agrees to pay duplicating and printing costs and charges for shipping the Note, adequately insured to Century's ’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 such 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 Centurythe Registered Holder) in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Subordinated Convertible Note Agreement (Cardica Inc)
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 Xxxxxx'x home office or at such other place as Century Xxxxxx may designate, and all reasonable expenses of Century Xxxxxx (including, without limitation, the reasonable fees and expenses of any financial advisor to CenturyXxxxxx) 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 Xxxxxx 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 Xxxxxx 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 Centurya Purchaser) in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Expenses, Stamp Tax Indemnity. The Company agrees to pay duplicating and printing costs and charges for shipping the Note, adequately insured to Century's Xxxxxx'x home office or at such other place as Century Xxxxxx may designate, and all reasonable expenses of Century Xxxxxx (including, without limitation, the reasonable fees and expenses of any financial advisor to CenturyXxxxxx) 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 Xxxxxx 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 Xxxxxx 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 Centurya Purchaser) in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Convertible Subordinated Note Agreement (Abbott Laboratories)