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 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. 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 other Senior Subordinated Note Documents and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur 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 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 or 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 Dateother Senior Subordinated Note Documents. The Company further also 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)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 other Person in connection with the transactions contemplated by this Agreement. Without limiting You represent that you have not retained any broker in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any amount becomes payable by the Company agrees under this Section 10.4 prior to the Payment in Full of the Senior Debt (other than expenses payable under this Section 10.4 on the date hereof in connection with the closing of the transactions contemplated hereby), such amount shall not be payable by the Company until the Senior Debt is Paid in Full or otherwise approved by the Senior Lenders, and shall accrue interest at the rate provided in Section 1.1 from the date the Company would otherwise be obligated to pay such amounts until the cost of obtaining date paid by 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 numberCompany.

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 costs and expenses (including reasonable attorneys' fees of your out-of-pocket expenses one special counsel and, if reasonably required, local or other counsel) incurred by the Noteholders and the holders of Notes in connection with the preparation, execution such transactions 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 in connection with any amendments, waivers or consents pursuant to under or in respect of this Agreement, the provisions hereof Guaranty Agreement, the Security Documents, the Intercreditor Agreement or the Notes (whether or not the same are actually executed and deliveredsuch amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes or in responding to any amendmentssubpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, waiversthe Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes, or consents resulting from by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any 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 The Company agrees to will pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapxxx xxx Cutlxx xxx disbursements unposted or not incurred as and will save each Noteholder and each other holder of a Closing DateNote harmless from, all claims in respect of any reasonable fees, costs or expenses if any, of brokers and finders (other than those retained by the Noteholders). The Company further also agrees that it will pay and save you the Noteholders and each holder of Notes harmless against any and all liability with respect to stamp and other taxessimilar taxes not related to income, 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 Guaranty Agreement, the Guaranty Supplement, the Security Documents, 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). 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. outstanding. (b) Without limiting the foregoing, the Company agrees to pay all fees of the cost Collateral Agent in connection with the preparation, execution and delivery of obtaining the private placement number Intercreditor Agreement and the Security Documents and the transactions contemplated thereby, including but not limited to reasonable attorneys fees; to pay to the Collateral Agent from time to time reasonable compensation for each seriesall services rendered by it under the Intercreditor Agreement and the Security Documents; to indemnify the Collateral Agent for, and trancheto hold it harmless against, if anyany loss, liability or expense incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the Notes Intercreditor Agreement and authorizes Security Documents, including, but not limited to, the submission costs and expenses of such information as may be required by Standard & Poor's CUSIP Service Bureau for defending itself against any claim or liability in connection with the purpose exercise or performance of obtaining such numberany of its powers or duties thereunder.

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 CutlxxChapman and Cutler, xxur your special counsel, duplicating and printing costs printixx xxxxs and charges xxxxxes 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 SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapxxx xxx Cutlxx xxx Chapman and Cutler for disbursements unposted or not incurred as of a Closing Datexx x Xlosinx Xxxx. 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 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. 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 CutlxxXxxxxxx and Xxxxxx, xxur 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 SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapxxx xxx Cutlxx xxx 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 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.