Common use of Expenses, Stamp Tax Indemnity Clause in Contracts

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 Xxxxxxx and Xxxxxx, your 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 Xxxxxxx and Xxxxxx for 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. (a) Whether or not the transactions herein contemplated shall be hereby are consummated, the Company agrees to will pay directly all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of your a single special counsel or local counsel (if reasonably required) for the Noteholders) actually incurred by each Noteholder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement and the Senior Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (i) all reasonable and documented fees and out-of-pocket expenses in connection of a single special counsel to the Noteholders, and any local counsel retained by such special counsel (if reasonably required), associated with the preparation, execution execution, delivery and delivery administration of this Agreement the Financing Documents and the transactions contemplated hereby, including but not limited to the charges and disbursements of Xxxxxxx and Xxxxxx, your 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, modifications or waivers or consents pursuant to of the provisions hereof (whether or not the same are actually executed and delivered)thereof, including, without limitation, the consideration and analysis of any proposed amendments, waiversmodifications or waivers (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented fees and out-of-pocket expenses of a financial advisor to special counsel, in connection with the review, analysis and consideration of any amendment, modification or consents resulting from waiver proposal or in connection with the evaluation of the financial, business and other information required to be provided by or with respect to the Company, (iii) the out-of-pocket costs and expenses, including attorneys’ fees, incurred in enforcing or defending any rights under this Agreement, the Senior Notes or any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Senior Notes or any other Financing Document or by reason of being a holder of any Senior Note, and (iv) the out-of-pocket costs and expenses, including attorneys’ and financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Consolidated Subsidiary or in connection with any work-out, renegotiation out or restructuring relating to of the performance transactions contemplated hereby and 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 Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Dateother Financing Documents. The Company further will pay, and will save each Noteholder and each other holder of a Senior Note harmless from, actual costs and expenses incurred in connection with all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Noteholder or holder of Senior Notes). The Company also agrees that it will pay and save you each Noteholder harmless against any and all liability with respect to stamp and other taxestaxes (other than income and franchise taxes of any Noteholder or the Collateral Agent), if any, which may be payable or which may be are reasonably determined to be payable in connection with the execution and delivery of this Agreement or and the Notes, Senior Notes (other than as specified in the third to last sentence of Section 15.2(a)) whether or not any Senior 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 numberoutstanding.

Expenses, Stamp Tax Indemnity. Whether whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company agrees to XXXXXXXXXX shall pay directly all of your its and the holders of the Certificates out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges and disbursements of Xxxxxxx and Xxxxxx, your special XXXXXXXXXX's counsel, and all duplicating and printing costs costs. The Company shall pay all of its out-of-pocket expenses in connection with the preparation, execution and charges for shipping delivery of this Agreement and the Notestransactions contemplated or permitted hereby, adequately insured including but not limited to you at your home office or at such other place as you may designatethe fees and expenses of Dickinson, and Wright, Moon, Van Dusen & Freexxx xxx of any special counsel. The Company also shall pay all such expenses relating to the performance of any amendmentstransactions contemplated or permitted hereby, waivers any title insurance premiums, filings or consents recordings, any action for the enforcement or collection of the Notes or this Agreement or any Note Document and each amendment, waiver or consent pursuant to the provisions hereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement Agreement, the Notes and the Notes. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Dateother Note Documents. The Company further agrees that it also shall pay any fees and related expenses incurred or to be incurred in connection with its cooperation with Moodx'x xxx S&P as provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save you Purchaser harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, 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)outstanding. The Company agrees to shall protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable by the Company to any Person in connection with the transactions contemplated by this AgreementAgreement other than the fees, commissions, costs and expenses of XXXXXXXXXX and its counsel and financial advisors which are to be paid from the proceeds of the XXXXXXXXXX Assignment. Without limiting the foregoing, the Company agrees to shall pay the cost of obtaining the private placement number a 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 S&P for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your its and the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement and each of the other Note Documents and the transactions contemplated or permitted hereby and thereby, including the reasonable fees, disbursements and other charges of Purchasers' special counsel, and all duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser at such Purchaser's home office or at such other place as such Purchaser may designate. The Company agrees to pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited the fees and expenses of its counsel and of Everen Securities, Inc. (if any). The Company also agrees to the charges and disbursements of Xxxxxxx and Xxxxxx, your 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 pay all such expenses relating to the performance of any transactions contemplated or permitted hereby, any filing or recording fees or taxes, all expenses of the Purchasers in connection with any Default or Event of Default or any alleged Default or Event of Default hereunder or in connection with any action for the enforcement or collection of the Notes or this Agreement or any other Note Document and all expenses associated with any amendments, waivers or consents pursuant to the provisions hereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, including any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings 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 Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing DateObligations. The Company further also agrees to pay all expenses relating to any claim or action threatened, made or brought against any of the Purchasers arising out of or relating to any extent to this Agreement, the Notes, or the other Note Documents or the transactions contemplated hereby or thereby. The Company also agrees that it will pay any fees and related expenses incurred or to be incurred in connection with its cooperation with a Recognized Rating Agency and Duff & Phelxx xx provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save you the Purchasers harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the Notes-39- 44 Notes or any other Note Documents, 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 Agreementoutstanding. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the a 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. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your the Purchasers' 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 Xxxxxxx and Xxxxxx, your special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)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. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date. The Company further also agrees that it will pay and save you 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, 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)outstanding. The Company agrees to protect and indemnify you 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. Without limiting . No delay or failure on the foregoingpart of any Holder in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or further exercise thereof, or the Company agrees to pay the cost exercise of obtaining the private placement number for each seriesany other power or right, and tranchethe rights and remedies of each Holder are cumulative to, if anyand are not exclusive of, of the Notes and authorizes the submission of any rights or remedies any such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberHolder would otherwise have.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of (i) 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 reasonable charges and disbursements of Xxxxxxx and Xxxxxx, your 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, expenses incurred in obtaining a Private Placement Number from Standard & Poors Corporation with respect to the Notes being purchased by you, and all such (ii) expenses relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)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. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date. The Company further also agrees that it will pay and save you harmless against any and all liability with respect to stamp and other document 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)outstanding. 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 , provided that you hereby acknowledge that you have not retained any broker or agent in connection with 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 transactions contemplated by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberthis Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company XXXXXXXXXX agrees to pay directly all of your its and XXXXXXXXXX out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges and disbursements of Xxxxxxx and XxxxxxPaul, your Xxiss, Rifkind, Wharxxx & Xarrxxxx, XXXXXXXXXX special counsel, and of Kutax Xxxx, xxd all duplicating and printing costs and charges for shipping the Notes, adequately insured to you XXXXXXXXXX at your XXXXXXXXXX home office or at such other place as you XXXXXXXXXX may designate. The Company agrees to pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the fees and expenses of Dickenson, Wright, Moon Van Dusen & Freexxx xxx of Wombxx Xxxlxxx Xxxxxxxxx & Xice. Xhe Company also agrees to pay all such expenses relating to the performance of any amendmentstransactions contemplated or permitted hereby, any title insurance premiums, filings or recordings any action for the enforcement or collection of the Notes or this Agreement and any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-outworkout, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement Agreement, the Notes and the Notes. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Dateother Note Documents. The Company further also agrees that it will pay any fees and related expenses incurred or to be incurred in connection with its cooperation with Moodx'x xxx S&P as provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save you Purchaser harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, 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)outstanding. 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.Company

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 Security Document and the Intercreditor Agreement and the transactions contemplated hereby, including but not limited to the charges and disbursements of Xxxxxxx and Xxxxxx, your 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 such 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, the Security Document, the Intercreditor Agreement and the Notes. Without limiting SECTION 4.1(h), the The Company also agrees to pay, within fifteen five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a the 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, the Security Document, the Intercreditor 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)outstanding. 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, the Security Document or the Intercreditor 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. Whether or not the ----------------------------- transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the charges reasonable fees, expenses and disbursements of Xxxxxxx and XxxxxxXxxxxxxx & Xxx, your special PLC, Purchaser's counsel, the entering into of this Agreement and the consummation of 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 designatecost, and so long as Purchaser holds any of the Class B Preferred Stock, 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, waivers or consents resulting from any work-work- out, renegotiation restructuring or restructuring similar proceedings 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 Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing DateAgreement. The Company further also agrees that it will pay and save you 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 Notesissuance of the Class B Preferred Stock, whether or not any Notes shares of Class B Preferred Stock 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)outstanding. The Company agrees to protect and indemnify you 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. 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. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your the Purchasers' out-of-of- pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated herebyhereby (including all expenses relating to any exchange of the Notes for First Mortgage Bonds as contemplated by section 5.14 hereof), including but not limited to the reasonable charges and disbursements of Xxxxxxx Cxxxxxx and XxxxxxCxxxxx, your special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)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. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date. The Company further also agrees that it will pay and save you 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, 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)outstanding. The Company agrees to protect and indemnify you 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 original issuance of the Notes as contemplated by this Agreement. Without limiting . No delay or failure on the foregoingpart of any Holder in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or further exercise thereof, or the Company agrees to pay the cost exercise of obtaining the private placement number for each seriesany other power or right, and tranchethe rights and remedies of each Holder are cumulative to, if anyand are not exclusive of, of the Notes and authorizes the submission of any rights or remedies any such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberHolder would otherwise have. Section 9.6.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the charges reasonable fees, expenses and disbursements of Xxxxxxx Sherrard & Roe, PLC, Purchaser's counsel and Xxxxxx(b) so long as either Puxxxxxxx holxx any of the Debentures, your 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 amendmentsamendment, waivers waiver or consents consent pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. Without limiting SECTION 4.1(h)Agreement, the Company agrees to payDebentures, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted the Warrants or not incurred as of a Closing Datethe Additional Warrants. The Company further also agrees that it will pay and save you 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 Agreement, the Debentures the Warrants or the NotesAdditional Warrants, whether or not any Notes Debentures 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)outstanding. The Company agrees to protect and indemnify you 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. 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. 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 Xxxxxxx and Xxxxxx, your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your the Purchaser's home office or at such other place as you the Purchaser may designate, and the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, all such reasonable expenses relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof (whether or not of the same are actually executed and delivered)Transaction Documents, including, without limitation, any amendments, waivers, or consents resulting from any work-outworkout, renegotiation or restructuring relating to the performance by the Company of its obligations under the Transaction Documents, and all other costs and expenses incidental to the performance of the Company's obligations under the Transaction Documents that are not otherwise specifically provided for in 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 Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date10.4. The Company further also agrees that it will pay and save you the 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 NotesTransaction Documents, (other than as specified in the last sentence of SECTION 10.2) 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)outstanding. The Company agrees to protect and indemnify you the 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 the Transaction Documents. The parties hereto agree that, except as otherwise provided herein, each of the Purchaser and the Company will pay its own costs and expenses incurred in connection with the preparation, execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including, without limitation, the fees of its counsel; provided that if the transactions contemplated by this Agreement. Without limiting Agreement are not consummated due to the foregoingfailure of the Company to fulfill any of the conditions set forth in SECTION 4.1, the Company agrees to shall pay the cost of obtaining the private placement number for each series, and tranche, if any, all of the Notes Purchaser's reasonable out-of-pocket expenses (not to exceed $100,000) in connection with the preparation, execution and authorizes delivery of the submission Transaction Documents, including but not limited to the reasonable fees and disbursements of such information as may be required by Standard Davix Xxxx & Poor's CUSIP Service Bureau for Xardxxxx, xxecial counsel to the purpose of obtaining such numberPurchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your 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 Xxxxxxx Cxxxxxx and XxxxxxCxxxxx, your special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)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. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date. The Company further also agrees that it will pay and save you 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, 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)outstanding. The Company agrees to protect and indemnify you each Holder 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. You hereby represent and warrant to the Company that you have not retained any broker in connection with the transactions contemplated by this Agreement and that you have not dealt with any investment banker other than SBC Warburg Dillon Read Inc. and Dxxx Xxxxxxxx Xxxxxxx, a division of Dxxx Xxxxxxxx Incorporated. The Company agrees, to the extent permitted by applicable law, to pay and indemnify each Holder against any reasonable costs and expenses, including attorneys' fees and disbursements, incurred by such Holder in evaluating (in connection with any investigation, litigation or other proceeding involving the Company (including, without limitation, any threatened investigation or proceeding) relating to this Agreement or the Notes) and enforcing any rights or remedies under this Agreement or the Notes or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or by reason of any Holder's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case. Without limiting the foregoing, to the extent permitted by applicable law, the Company agrees to also will pay the cost reasonable fees, expenses and disbursements of obtaining an investment bank or other firm acting as financial adviser to the private placement number for each seriesHolders following the occurrence and during the continuance of a Default or an Event of Default or in connection with any such amendment or waiver proposed in connection with any potential Default or Event of Default or any workout, and tranche, if any, restructuring or similar negotiations relating to the Notes. The obligations of the Notes Company under this ss.9.4 shall survive the transfer of any Note or portion thereof or interest therein by any Holder and authorizes the submission payment of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberany Note.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company agrees to XXXXXXXXXX shall pay directly all of your its and XXXXXXXXXX' out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges and disbursements of Xxxxxxx and Xxxxxx, your XXXXXXXXXX' special counsel, Sonnenschein, Nath & Rosexxxxx, XXXXXXXXXX own counsel, any special local counsel, and all duplicating and printing costs. XXXXXXXXXX shall provide a sum at closing to pay all annual fees of the Agent pursuant to the Agency Agreement. Such sum shall be deposited pursuant to the Agency Fee Deposit Agreement attached hereto as Exhibit 9.4. Company shall pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx. Xhe Company shall also pay all expenses relating to the performance of any transactions contemplated or permitted hereby, any title insurance premiums, filings, recordings, search fees, survey costs and charges fees of environmental consultants or other persons employed by or with the consent of the Company who performed environmental work on any of the Mortgaged Estates or any action for shipping the enforcement or collection of the Notes, adequately insured to you at your home office any of the Mortgages or at such other place as you may designate, this Agreement and all such expenses relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof or of the Notes, any of the mortgages or the other Note Documents (whether or not the same are actually executed and delivered), including, without limitation, the fees, expenses and disbursements of the holders of the Notes and of legal counsel to the holders of the Notes (i) following the occurrence of and during the continuance of a Default or an Event of Default or (ii) incurred in connection with any amendments, waiverswaivers or consents, or consents resulting from any work-out, renegotiation restructuring 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 Xxxxxxx and Xxxxxx for 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.similar proceedings

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 Notes, the Warrants, the Stock Purchase Agreement, the Stockholders Agreement, the Strip Equity and the Registration Rights Agreement and the transactions contemplated herebyhereby and thereby, including but not limited to expenses incurred in connection with subsequent Stock Closings under the Stock Purchase Agreement, the charges and disbursements of Xxxxxxx and Xxxxxx, your special counsel, duplicating and printing costs and charges for shipping the Notes, the Strip Equity and Warrants, 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 Agreement, the Notes, the Warrants, the Stock Purchase Agreement, the Stockholders Agreement, the Strip Equity and the NotesRegistration Rights Agreement. Without limiting SECTION 4.1(h), the The Company also agrees to pay, within fifteen Business Days 15 days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a the 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 Agreement, the Notes, the Warrants, the Stockholders Agreement, the Strip Equity or the NotesRegistration Rights Agreement, 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)outstanding. 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 AgreementAgreement (other than those incurred by a holder). Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number numbers for each seriesthe Notes, and tranchethe Warrants, if any, the Preferred Stock of the Notes Company and authorizes the Common Stock of the Company and authorize the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbernumbers.

Expenses, Stamp Tax Indemnity. Whether or not the transactions ------------------------------------------- herein contemplated shall be consummated, the Company agrees to pay directly all of your 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 Xxxxxxx and Xxxxxx, your special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendmentsamendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)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. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date. The Company further also agrees that it will pay and save you 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, 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)outstanding. The Company agrees to protect and indemnify you 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. The Company agrees, to the extent permitted by applicable law, to pay and indemnify each Holder against any reasonable costs and expenses, including attorneys' fees and disbursements, incurred by such Holder in evaluating (in connection with any investigation, litigation or other proceeding involving the Company (including, without limitation, any threatened investigation or proceeding) relating to this Agreement or the Notes) and enforcing any rights or remedies under this Agreement or the Notes or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or by reason of any Holder's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case. Without limiting the foregoing, to the extent permitted by applicable law, the Company agrees to also will pay the cost reasonable fees, expenses and disbursements of obtaining an investment bank or other firm acting as financial adviser to the private placement number for each series, and tranche, if any, Holders of the Notes following the occurrence and authorizes during the submission continuance of a Default or an Event of Default or in connection with any such information as may be required amendment or waiver proposed in connection with any potential Default or Event of Default or any workout, restructuring or similar negotiations relating to the Notes. BEI Technologies, Inc. Assumption Agreement The obligations of the Company under this (S)9.4 shall survive the transfer of any Note or portion thereof or interest therein by Standard & Poor's CUSIP Service Bureau for any Holder and the purpose payment of obtaining such numberany Note.

Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your its and the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement and each of the other Note Documents and the transactions contemplated or permitted hereby and thereby, including the reasonable fees, disbursements and other charges of Purchasers' special counsel, and all duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser at such Purchaser's home office or at such other place as such Purchaser may designate. The Company agrees to pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited the fees and expenses of its counsel and of Everen Securities, Inc. (if any). The Company also agrees to the charges and disbursements of Xxxxxxx and Xxxxxx, your 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 pay all such expenses relating to the performance of any transactions contemplated or permitted hereby, any filing or recording fees or taxes, all expenses of the Purchasers in connection with any Default or Event of Default or any alleged Default or Event of Default hereunder or in connection with any action for the enforcement or collection of the Notes or this Agreement or any other Note Document and all expenses associated with any amendments, waivers or consents pursuant to the provisions hereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, including any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings 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 Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing DateObligations. The Company further also agrees to pay all expenses relating to any claim or action threatened, made or brought against any of the Purchasers arising out of or relating to any extent to this Agreement, the Notes, or the other Note Documents or the transactions contemplated hereby or thereby. The Company also agrees that it will pay any fees and related expenses incurred or to be incurred in connection with its cooperation with a Recognized Rating Agency and Duff & Phelxx xx provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save you the Purchasers harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, 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 Agreementoutstanding. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the a 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.