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 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 amendment, waivers or consents pursuant to the provisions hereof. The Company 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. 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.

Appears in 1 contract

Samples: Note Agreement (Petroleum Heat & Power Co Inc)

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Expenses, Stamp Tax Indemnity. Whether or not 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 Xxxxxxx and Xxxxxx, your special counsel, duplicating and printing costs and charges for shipping the NotesNote, adequately insured to you at your home office or at such other place as you may designate, and so long as you hold the Note, all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof. The Company 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 NotesNote, whether or not any Notes are the Note is then 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.

Appears in 1 contract

Samples: Omniquip International Inc

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your Purchasers' reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges attorneys' fees and disbursements of Xxxxxxx and Xxxxxx, your special counselexpenses, duplicating and printing costs and charges for shipping the Notes, adequately insured to you Purchasers at your home office Purchasers' homes, offices or at such other place as you Purchasers may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under the Agreement and the Notes. The Company also further 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 Notes, whether or not any Notes are then 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.

Appears in 1 contract

Samples: Note Purchase Agreement (Value Partners LTD /Tx/)

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Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of your Purchasers' out-of-pocket expenses not to exceed $60,000 in the aggregate in connection with (a) the preparation, execution and delivery entering into of this Agreement and the Preferred Stock Purchase Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Xxxxxxx and Xxxxxx, your special Purchasers' counsel, duplicating and printing costs and charges for shipping (b) so long as a Purchaser holds any of the NotesDebentures, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any 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 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 Debentures. The Company 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 NotesDebentures, whether or not any Notes Debentures are then 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 retained by the Company in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Debenture Purchase Agreement (Berger Holdings LTD)

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