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.
Appears in 1 contract
Samples: Note Agreement (Nash Finch Co)
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 transactions herein contemplated shall be consummated, the Company agrees to reimburse you for pay directly all of your out-of-pocket expenses, including, but not limited to, the Purchaser's 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 in connection with (i) the entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable fees, expenses and disbursements of Purchaser's counsel, and (ii) so long as Purchaser holds any of the Debentures, all such expenses relating to any amendments of this Agreement amendment, waiver or waivers or consents consent pursuant to the provisions hereof (whether or thereofnot the same are actually executed and delivered), 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 NotesDebentures. The Company also agrees that it will pay and save Purchaser harmless against any and all liability with respect 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 NotesDebentures, whether or not any Debentures are then outstanding. The Company further 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.
Appears in 1 contract
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 transactions 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 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 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, and all such expenses relating to any amendments of this Agreement or amendment, waivers or consents pursuant to the provisions hereof or thereofhereof, including, without limitation, any amendments, waivers waivers, or consents resulting from any work-out, re-negotiation or restructuring or similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees to indemnify that it will pay and hold save you harmless from against any and all liability on account of 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 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.
Appears in 1 contract
Samples: Note Agreement (Connecticut Water Service Inc / Ct)
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 transactions herein contemplated shall be consummated, the Company agrees to reimburse you for pay directly all of your reasonable out-of-pocket expensesexpenses in connection with the preparation, includingexecution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to, to the reasonable charges and disbursements of Xxxxxxx and Xxxxxx, your special counsel in connection with counsel, duplicating and printing costs and charges for shipping the transaction contemplated by this Agreement Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses of your out-of-pocket expenses the Holders relating to any amendments of this Agreement or amendment, waivers or consents pursuant to the provisions hereof or thereof, including, without limitation, any amendments, waivers or consents resulting from any work-out, renegotiation or restructuring or similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees to indemnify that it will pay and hold save you harmless from against any and all liability on account of 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 original execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. 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 (including without limitation Chase Securities, Inc. or X.X. Xxxxxx Securities Inc.) in connection with the transactions contemplated by this Agreement. You represent that you have not engaged any broker in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Note Agreement (Fuller H B Co)
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 transactions herein contemplated shall be consummated, the Company agrees Borrowers agree 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 pay to Purchaser (i) Purchaser's out-of-pocket expenses in connection with the entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable fees, expenses and disbursements of Purchaser's counsel, and (ii) so long as Purchaser holds any of the Notes, all such expenses relating to any amendments of this Agreement amendment, waiver or waivers or consents consent pursuant to the provisions hereof (whether or thereofnot the same are actually executed and delivered), including, without limitation, any amendments, waivers or consents resulting from any work-out, restructuring or similar proceedings relating to the performance by the Company any Borrower of its obligations under this Agreement and the Notes. The Company agrees Borrowers also agree to indemnify pay and hold you Purchaser harmless from against any and all liability on account of 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 further agrees Borrowers agree 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 person as a result of any actions of the Borrowers or their agents in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Bikers Dream Inc)