Expenses; Taxes. Buyer and the Selling Shareholders will each pay the fees and expenses incurred by it in connection with this Agreement; PROVIDED, HOWEVER, that (i) Buyer and the Company agree that they will each pay one-half (1/2) of any filing fee charged in connection with any filing under the HSR Act (ii) the Company shall pay the reasonable fees and expenses of the Auditor, Xxxx Marks & Xxxxx LLP, and other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, (iv) Title insurance companies and (v) search firms and Buyer's share of H-S-R Act filings fees, up to an aggregate maximum amount of $1,451,794 (collectively, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities for the Purchase Price or (ii) Holdings, the Company and/or the Principal Managers have failed to comply with the covenant set forth in the last sentence of Section 5.03(c) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer under this Agreement, at law or in equity.
Appears in 1 contract
Expenses; Taxes. Buyer and (a) Whether or not the Selling Shareholders will transactions contemplated by this Agreement are consummated, each pay of the fees Parties shall be responsible for all of the costs and expenses incurred by it such Party, including brokerage, accounting and legal expenses, in connection with this AgreementAgreement and the transactions contemplated hereby; PROVIDEDprovided, HOWEVERhowever, that costs and expenses associated with the Audit shall be apportioned equally pursuant to Section 3.10 hereof.
(b) Notwithstanding Section 6.5(a), if the transactions contemplated by this Agreement are consummated:
(i) Buyer Seller and the Company agree that they will Purchaser, respectively, shall each pay bear and be liable for one-half (1/2) of the amount of any filing fee charged in connection with any filing under the HSR Act (ii) the Company shall pay the reasonable fees and expenses of the Auditorsales, Xxxx Marks & Xxxxx LLP, and other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, (iv) Title insurance companies and (v) search firms and Buyer's share of H-S-R Act filings fees, up to an aggregate maximum amount of $1,451,794 (collectively, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for the enforcement of this Agreementuse, or because of an alleged dispute, breach, default, other transfer Tax that is imposed or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with this Agreement and the transactions contemplated hereby hereby. To the extent allowed by governing law, Seller and Purchaser, respectively, shall be borne by each pay directly to the Companyrelevant jurisdiction imposing such Tax its share of any such Tax liability. The foregoing notwithstandingIf applicable law requires Seller (or Purchaser, if as the Closing does not occur and either (icase may be) Burger King Corporation has exercised a right of first refusal to purchase the Securities make payment for the Purchase Price full amount of such Tax liability directly to the jurisdiction imposing such Tax , then Purchaser (or Seller) shall make payment of its allocable share of such Tax liability to Seller (or Purchaser) and then Purchaser (or Seller) shall make payment of the full amount of such Tax liability to such jurisdiction.
(ii) To the extent allowed by applicable law, Seller shall have sole responsibility for preparing and filing all sales, use, and other transfer Tax Returns required in connection with the transactions contemplated by this Agreement. Purchaser agrees to cooperate and provide information reasonably requested by Seller necessary to preparing and filing such Tax Returns. If required by applicable law, Purchaser shall join in the filing and execution of such Tax Returns and/or shall file such Tax Returns.
(iii) Except for the Taxes and Tax Returns described in Sections 6.5(b)(i) or (ii), Seller shall (A) Holdings, be liable for Taxes (if any) related to the Company and/or the Principal Managers have failed Assets for all Tax periods ending on or prior to comply with the covenant set forth in the last sentence of Section 5.03(c) hereof and such failure was the primary reason why the Closing did not occur, Date and (B) have sole responsibility for preparing and filing all Tax Returns (if any) required to be filed in connection with Taxes (if any) related to the Company agrees Assets for all Tax periods ending on or prior to reimburse Buyer the Closing Date. Except for the Buyer's Fees Taxes and ExpensesTax Returns described in Sections 6.5(b)(i) or (ii), Seller shall (A) be liable for Taxes related to the Assets for all Tax periods beginning on or after the Closing Date and (B) have sole responsibility for preparing and filing all Tax Returns required to be filed in connection with Taxes related to the Assets for all Tax periods beginning on or after the Closing Date. Such reimbursement obligation shall not The parties agree to cooperate and provide to the other information reasonably requested necessary to preparing and filing Tax Returns described in any way limit any other rights or remedies of Buyer under this Agreement, at law or in equitySection 6.5(b)(iii).
Appears in 1 contract
Expenses; Taxes. Buyer and the Selling Shareholders will each pay the fees and (i) Pledgor shall reimburse Secured Party for all expenses incurred by it in connection with this Agreement; PROVIDED, HOWEVER, that (i) Buyer and the Company agree that they will each pay one-half (1/2) of any filing fee charged in connection with any filing under the HSR Act (ii) the Company shall pay the reasonable fees and expenses of the Auditor, Xxxx Marks & Xxxxx LLP, and other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer Secured Party in connection with the transactions contemplated by this Agreement or the Obligation Agreement.
(ii) If, at any time or times prior or subsequent to the Effective Date, and regardless of whether any of the transactions contemplated by this Agreement are concluded, Secured Party reasonably employs counsel for advice or other representation, reasonably incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Secured Party, or reasonably incurs other out-of-pocket costs or expenses in connection with: (a) the exercise of any right or remedy of Secured Party described in this Agreement or any other Loan Document executed by Pledgor; (b) the negotiation and execution preparation of this Agreement or any other Loan Document executed by Pledgor, or any amendment, modification or restatement of this Agreement or any other Loan Document executed by Pledgor; (c) the administration of this Agreement or any other Loan Document executed by Pledgor and the Related Documents and the consummation of the transactions contemplated hereby and thereby; (d) any litigation, including contest, dispute, suit, proceeding or action (whether instituted 09 iGambit Pledge Final.docx by Secured Party, Pledgor or any other Person) in any way relating to the Pledged Collateral, this Agreement or any other Loan Document executed by Pledgor; (e) the establishment, attachment, perfection or protection of any security interest, lien, charge or encumbrance on the Pledged Collateral; (f) any attempt to enforce any right or remedy of Secured Party against Pledgor or any other Person who may be obligated to Secured Party by virtue of this Agreement or any other Loan Document executed by Pledgor including, without limitation, Account Debtors; or (g) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Pledged Collateral; then, in any such event, all reasonable attorneys’ fees arising from such services and all expenses, costs and charges of such counsel, all fees, costs, expenses and charges of consultants and professionals engaged by Secured Party, and all other costs and out-of-pocket expenses of PryorSecured Party relating to any of the events or actions described above shall be payable by Pledgor to Secured Party, Cashmanand shall be additional Pledgor Obligations under the Obligation Agreement secured by the Pledged Collateral. Pledgor acknowledges and agrees that upon the occurrence and during the continuation of any Event of Default Pledgor shall pay directly or reimburse Lender for all fees, Xxxxxxx & Xxxxxcosts, (ii) Special Counsel, expenses and charges incurred by Secured Party in Secured Party’s sole discretion in connection with the foregoing matters.
(iii) Xxxxxx Xxxxxxxx LLPAdditionally, (iv) Title insurance companies and (v) search firms and Buyer's share of H-S-R Act filings fees, up to an aggregate maximum amount of $1,451,794 (collectively, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for tax, levy or charge (including any intangibles tax, stamp tax or recording tax) shall be imposed upon or payable by Secured Party in connection with the enforcement execution or delivery of this Agreement, or because the execution, delivery, issuance or recording of an alleged dispute, breach, defaultany other Loan Document executed by Pledgor, or misrepresentation in connection with the creation of any of the provisions Pledgor Obligations under the Obligation Agreement (a) Pledgor will pay (or will promptly reimburse Secured Party for the payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (b) following receipt of notice from Secured Party regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Secured Party, which consent may not be unreasonably withheld, conditioned or delayed, Pledgor shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Secured Party, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (c) in any circumstance described in clause (a) or (b) above, Pledgor will indemnify, defend and hold Secured Party harmless from and against any liability in connection therewith.
(iv) Pledgor’s obligations under this Section 12(h) shall survive termination of the Loans and the termination of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities for the Purchase Price or (ii) Holdings, the Company and/or the Principal Managers have failed to comply with the covenant set forth in the last sentence of Section 5.03(c) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer under this Agreement, at law or in equity.
Appears in 1 contract
Expenses; Taxes. Buyer (a) Borrower shall reimburse Lender for all expenses incurred by Lender in connection with the transactions contemplated by this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, the Blocked Account, wire charges, automatic clearing house fees and the Selling Shareholders will each pay the fees other similar costs and expenses incurred by it Lender in carrying out the transactions contemplated by this Agreement.
(b) If, at any time or times prior or subsequent to the Effective Date, regardless of any of the transactions contemplated by this Agreement are concluded, or whether or not a Default or an Event of Default then exists, Lender employs counsel for advice or other representation, incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Lender, or other out-of-pocket costs or expenses in connection with this Agreement; PROVIDED, HOWEVER, that with: (i) Buyer and the Company agree that they will each pay one-half (1/2) exercise of any filing fee charged right or remedy of Lender described in connection with this Agreement or any filing under the HSR Act other Loan Document; (ii) the Company shall pay the reasonable fees negotiation and expenses preparation of the Auditorthis Agreement or any other Loan Document, Xxxx Marks & Xxxxx LLPor any amendment, and modification or restatement of this Agreement or any other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and Loan Document; (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution administration of this Agreement or any other Loan Document and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, ; (iv) Title insurance companies periodic field exams or audits and appraisals performed by Lender; (v) search firms any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower’s business or affairs; (vi) the establishment, attachment, perfection or protection of any security interest or lien on the Collateral; (vii) any attempt to enforce any right or remedy of Lender against Borrower or any other Person who may be obligated to Lender by virtue of this Agreement or any other Loan Document including, without limitation, Account Debtors; or (viii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Collateral; then, in any such event, all reasonable attorneys’ fees arising from such services and Buyer's share all reasonable expenses, costs and charges of H-S-R Act filings such counsel, all reasonable fees, up costs, expenses and charges of consultants and professionals engaged by Lender, and all other reasonable costs and out-of-pocket expenses of Lender relating to an aggregate maximum amount any of $1,451,794 the events or actions described above shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral.
(collectivelyc) Additionally, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for tax, levy or charge (including any intangibles tax, stamp tax or recording tax) shall be imposed upon or payable by Lender in connection with the enforcement execution or delivery of this Agreement, or because the execution, delivery, issuance or recording of an alleged dispute, breach, defaultany other Loan Document, or misrepresentation in connection with the creation of any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with Obligations under this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities Borrower will pay (or will promptly reimburse Lender for the Purchase Price payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (ii) following receipt of notice from Lender regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Lender, which consent may not be unreasonably withheld, conditioned or delayed, Borrower shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Lender, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (iii) in any circumstance described in clause (i) or (ii) Holdingsabove, the Company and/or the Principal Managers have failed to comply with the covenant set forth Borrower will indemnify, defend and hold Lender harmless from and against any liability in the last sentence of Section 5.03(cconnection therewith.
(d) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer Borrower’s obligations under this Section 10.9 shall survive termination of the Loans and the termination of this Agreement, at law or in equity.
Appears in 1 contract
Samples: Loan and Security Agreement (General Employment Enterprises Inc)
Expenses; Taxes. Buyer and the Selling Shareholders will each (i) Imperial PFC shall be obligated to pay the on demand, all costs, fees and expenses incurred by it in connection with this Agreement; PROVIDED, HOWEVER, that or on behalf of Lexington (i) Buyer and the Company agree that they will each pay one-half (1/2) of any filing fee charged in connection with any filing under the HSR Act (ii) the Company shall pay the reasonable fees and expenses of the Auditor, Xxxx Marks & Xxxxx LLP, and other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, (iv) Title insurance companies and (v) search firms and Buyer's share of H-S-R Act filings fees, up to an aggregate maximum amount of $1,451,794 (collectively, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, costs, client charges and expenses of counsel for Lexington) arising from or relating to: (a) any requested amendments, waivers or consents to this Agreement or the other Settlement Documents whether incurred prior or not such documents become effective or are given, (b) the preservation and protection of Lexington’s rights under this Agreement or the other Settlement Documents, (c) the defense of any claim or action asserted or brought against Lexington by any Person that arises from or relates to this Agreement, any other Settlement Document, Lexington’s claims against Imperial PFC, or after any and all matters in connection therewith, (d) the entry commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Settlement Document, (e) the filing of any petition, complaint, answer, motion or other pleading by Lexington, or the taking of any action in respect of the judgment. All sales and transfer taxes and fees incurred Collateral or other security, in connection with this Agreement or any other Settlement Document, (f) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Settlement Document, (g) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Settlement Document, (h) any attempt to collect from Imperial PFC or (i) the receipt by Lexington of any advice from professionals with respect to any of the foregoing. Without limiting any other provision of any Settlement Document: (x) Imperial PFC agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by Lexington to be payable in connection with this Agreement or any other Settlement Document, and Imperial PFC agrees to save Lexington harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Imperial PFC agrees to pay all broker fees that may become due in connection with the transactions contemplated hereby by this Agreement and the other Settlement Documents, and (z) if Imperial PFC fails to perform any covenant or agreement contained herein or in any other Settlement Document, Lexington may itself perform or cause performance of [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. such covenant or agreement, and the expenses of Lexington incurred in connection therewith shall be borne reimbursed on demand by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities for the Purchase Price or (ii) Holdings, the Company and/or the Principal Managers have failed to comply with the covenant set forth in the last sentence of Section 5.03(c) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer under this Agreement, at law or in equityImperial PFC.
Appears in 1 contract
Samples: Omnibus Claims Settlement Agreement (Imperial Holdings, LLC)
Expenses; Taxes. Buyer (a) Borrower shall reimburse Lender for all expenses incurred by Lender in connection with the transactions contemplated by this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, the Blocked Account, wire charges, automatic clearing house fees and the Selling Shareholders will each pay the fees other similar costs and expenses incurred by it Lender in carrying out the transactions contemplated by this Agreement.
(b) If, at any time or times prior or subsequent to the Effective Date, regardless of whether or not a Default or an Event of Default then exists or any of the transactions contemplated by this Agreement are concluded, Lender employs counsel for advice or other representation, incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Lender, or other out-of-pocket costs or expenses in connection with this Agreement; PROVIDED, HOWEVER, that with: (i) Buyer and the Company agree that they will each pay one-half (1/2) exercise of any filing fee charged right or remedy of Lender described in connection with this Agreement or any filing under the HSR Act other Loan Document; (ii) the Company shall pay the reasonable fees negotiation and expenses preparation of the Auditorthis Agreement or any other Loan Document, Xxxx Marks & Xxxxx LLPor any amendment, and modification or restatement of this Agreement or any other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and Loan Document; (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution administration of this Agreement or any other Loan Document and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, ; (iv) Title insurance companies periodic field exams or audits and appraisals performed by Lender; (v) search firms any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower’s business or affairs; (vi) the establishment, attachment, perfection or protection of any security interest or lien on the Collateral; (vii) any attempt to enforce any right or remedy of Lender against Borrower or any other Person who may be obligated to Lender by virtue of this Agreement or any other Loan Document including, without limitation, Account debtors; or (viii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Collateral; then, in any such event, all reasonable attorneys’ fees arising from such services and Buyer's share all expenses, costs and charges of H-S-R Act filings such counsel, all fees, up costs, expenses and charges of consultants and professionals engaged by Lender, and all other costs and out-of-pocket expenses of Lender relating to an aggregate maximum amount any of $1,451,794 the events or actions described above shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral.
(collectivelyc) Additionally, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for tax, levy or charge (including any intangibles tax, stamp tax or recording tax) shall be imposed upon or payable by Lender in connection with the enforcement execution or delivery of this Agreement, or because the execution, delivery, issuance or recording of an alleged dispute, breach, defaultany other Loan Document, or misrepresentation in connection with the creation of any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with Obligations under this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities Borrower will pay (or will promptly reimburse Lender for the Purchase Price payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (ii) following receipt of notice from Lender regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Lender, which consent may not be unreasonably withheld, conditioned or delayed, Borrower shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Lender, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (iii) in any circumstance described in clause (i) or (ii) Holdingsabove, the Company and/or the Principal Managers have failed to comply with the covenant set forth Borrower will indemnify, defend and hold Lender harmless from and against any liability in the last sentence of Section 5.03(cconnection therewith.
(d) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer Borrower’s obligations under this Section 10.10 shall survive termination of the Loans and the termination of this Agreement, at law or in equity.
Appears in 1 contract
Expenses; Taxes. Buyer (a) Borrower shall reimburse Lender for all expenses incurred by Lender in connection with the transactions contemplated by this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, the Blocked Account, wire charges, automatic clearing house fees and the Selling Shareholders will each pay the fees other similar costs and expenses incurred by it Lender in carrying out the transactions contemplated by this Agreement.
(b) If, at any time or times prior or subsequent to the Effective Date, regardless of any of the transactions contemplated by this Agreement are concluded, or whether or not a Default or an Event of Default then exists, Lender employs counsel for advice or other representation, incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Lender, or other out-of-pocket costs or expenses in connection with this Agreement; PROVIDED, HOWEVER, that with: (i) Buyer and the Company agree that they will each pay one-half (1/2) exercise of any filing fee charged right or remedy of Lender described in connection with this Agreement or any filing under the HSR Act other Loan Document; (ii) the Company shall pay the reasonable fees negotiation and expenses preparation of the Auditorthis Agreement or any other Loan Document, Xxxx Marks & Xxxxx LLPor any amendment, and modification or restatement of this Agreement or any other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and Loan Document; (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution administration of this Agreement or any other Loan Document and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, ; (iv) Title insurance companies subject to the limitations set forth in Section 3.5, periodic field exams or audits and appraisals performed by Lender; (v) search firms any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower's business or affairs; (vi) the establishment, attachment, perfection or protection of any security interest or lien on the Collateral; (vii) any attempt to enforce any right or remedy of Lender against Borrower or any other Person who may be obligated to Lender by virtue of this Agreement or any other Loan Document including, without limitation, Account Debtors; or (viii) subject to the limitations set forth in Section 3.5, any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Collateral; then, in any such event, all reasonable attorneys' fees arising from such services and Buyer's share all expenses, costs and charges of H-S-R Act filings such counsel, all fees, up costs, expenses and charges of consultants and professionals engaged by Lender, and all other costs and out-of-pocket expenses of Lender relating to an aggregate maximum amount any of $1,451,794 the events or actions described above shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral.
(collectivelyc) Additionally, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for tax, levy or charge (including any intangibles tax, stamp tax or recording tax) shall be imposed upon or payable by Lender in connection with the enforcement execution or delivery of this Agreement, or because the execution, delivery, issuance or recording of an alleged dispute, breach, defaultany other Loan Document, or misrepresentation in connection with the creation of any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with Obligations under this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities Borrower will pay (or will promptly reimburse Lender for the Purchase Price payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (ii) following receipt of notice from Lender regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Lender, which consent may not be unreasonably withheld, conditioned or delayed, Borrower shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Lender, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (iii) in any circumstance described in clause (i) or (ii) Holdingsabove, the Company and/or the Principal Managers have failed to comply with the covenant set forth Borrower will indemnify, defend and hold Lender harmless from and against any liability in the last sentence of Section 5.03(cconnection therewith.
(d) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the BuyerBorrower's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer obligations under this Section 10.8 shall survive termination of the Loans and the termination of this Agreement, at law or in equity.
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Expenses; Taxes. Buyer and the Selling Shareholders will each pay the fees and (i) Pledgor shall reimburse Secured Party for all expenses incurred by it in connection with this Agreement; PROVIDED, HOWEVER, that (i) Buyer and the Company agree that they will each pay one-half (1/2) of any filing fee charged in connection with any filing under the HSR Act (ii) the Company shall pay the reasonable fees and expenses of the Auditor, Xxxx Marks & Xxxxx LLP, and other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer Secured Party in connection with the transactions contemplated by this Agreement or the Obligation Agreement.
(ii) If, at any time or times prior or subsequent to the Effective Date, and regardless of whether any of the transactions contemplated by this Agreement are concluded, Secured Party reasonably employs counsel for advice or other representation, reasonably incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Secured Party, or reasonably incurs other out-of-pocket costs or expenses in connection with: (a) the exercise of any right or remedy of Secured Party described in this Agreement or any other Loan Document executed by Pledgor; (b) the negotiation and execution preparation of this Agreement or any other Loan Document executed by Pledgor, or any amendment, modification or restatement of this Agreement or any other Loan Document executed by Pledgor; (c) the administration of this Agreement or any other Loan Document executed by Pledgor and the Related Documents and the consummation of the transactions contemplated hereby and thereby; (d) any litigation, including contest, dispute, suit, proceeding or action (whether instituted by Secured Party, Pledgor or any other Person) in any way relating to the reasonable fees and expenses Pledged Collateral, this Agreement or any other Loan Document executed by Pledgor; (e) the establishment, attachment, perfection or protection of Pryorany security interest, Cashmanlien, Xxxxxxx & Xxxxx, charge or encumbrance on the Pledged Collateral; (iif) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, (iv) Title insurance companies and (v) search firms and Buyer's share any attempt to enforce any right or remedy of H-S-R Act filings fees, up Secured Party against Pledgor or any other Person who may be obligated to an aggregate maximum amount of $1,451,794 (collectively, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for the enforcement Secured Party by virtue of this Agreement, Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, Loan Document executed by Pledgor including, without limitation, Account Debtors; or (g) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Pledged Collateral; then, in any such event, all reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities for the Purchase Price or (ii) Holdings, the Company and/or the Principal Managers have failed to comply with the covenant set forth in the last sentence of Section 5.03(c) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer under this Agreement, at law or in equity.’
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Expenses; Taxes. Buyer (a) Borrower shall reimburse Lender for all reasonable expenses incurred by Lender in connection with the transactions contemplated by this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, the Blocked Account, wire charges, automatic clearing house fees and the Selling Shareholders will each pay the fees other similar costs and expenses incurred by it Lender in carrying out the transactions contemplated by this Agreement.
(b) If, at any time or times prior or subsequent to the Effective Date, regardless of any of the transactions contemplated by this Agreement are concluded, or whether or not a Default or an Event of Default then exists, Lender employs counsel for advice or other representation, incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Lender, or other out-of-pocket costs or expenses in connection with this Agreement; PROVIDED, HOWEVER, that with: (i) Buyer and the Company agree that they will each pay one-half (1/2) exercise of any filing fee charged right, power, remedy or privilege of Lender described in connection with this Agreement or any filing under the HSR Act other Loan Document; (ii) the Company shall pay the reasonable fees negotiation and expenses preparation of the Auditorthis Agreement or any other Loan Document, Xxxx Marks & Xxxxx LLPor any amendment, and modification or restatement of this Agreement or any other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and Loan Document; (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution administration of this Agreement or any other Loan Document and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, ; (iv) Title insurance companies periodic field exams or audits and appraisals performed by Lender as limited by the terms hereof; (v) search firms any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower’s business or affairs; (vi) the establishment, attachment, perfection or protection of any Lien on the Collateral; (vii) any attempt to enforce any right, power, remedy or privilege of Lender against Borrower or any other Person who may be obligated to Lender by virtue of this Agreement or any other Loan Document including, without limitation, Account Debtors, including but not limited to, collection of all or any portion of the Obligations; or (viii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Collateral; then, in any such event, all reasonable attorneys’ fees arising from such services and Buyer's share all expenses, costs and charges of H-S-R Act filings such counsel, all fees, up costs, expenses and charges of consultants and professionals engaged by Lender, and all other costs and out-of-pocket expenses of Lender relating to an aggregate maximum amount any of $1,451,794 the events or actions described above shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral.
(collectivelyc) Additionally, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for tax, levy or charge (including any intangibles tax, stamp tax or recording tax but excluding any tax based on the enforcement income or revenues of Lender) shall be imposed upon or payable by Lender in connection with the execution or delivery of this Agreement, or because the execution, delivery, issuance or recording of an alleged dispute, breach, defaultany other Loan Document, or misrepresentation in connection with the creation of any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with Obligations under this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities Borrower will pay (or will promptly reimburse Lender for the Purchase Price payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (ii) following receipt of notice from Lender regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Lender, which consent may not be unreasonably withheld, conditioned or delayed, Borrower shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Lender, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (iii) in any circumstance described in clause (i) or (ii) Holdingsabove, the Company and/or the Principal Managers have failed to comply with the covenant set forth Borrower will indemnify, defend and hold Lender harmless from and against any liability in the last sentence of Section 5.03(cconnection therewith.
(d) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer Borrower’s obligations under this Section 10.8 shall survive termination of Lender’s commitment to make Loans and Advances hereunder and the termination of this Agreement, at law or in equity.
Appears in 1 contract
Samples: Loan and Security Agreement (Blue Star Foods Corp.)
Expenses; Taxes. Buyer (a) Borrower shall reimburse Lender for all expenses incurred by Lender in connection with the transactions contemplated by this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, the Blocked Account, wire charges, automatic clearing house fees and the Selling Shareholders will each pay the fees other similar costs and expenses incurred by it Lender in carrying out the transactions contemplated by this Agreement.
(b) If, at any time or times prior or subsequent to the Effective Date, regardless of whether or not a Default or an Event of Default then exists or any of the transactions contemplated by this Agreement are concluded, Lender employs counsel for advice or other representation, incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Lender, or other out-of-pocket costs or expenses in connection with this Agreement; PROVIDED, HOWEVER, that with: (i) Buyer and the Company agree that they will each pay one-half (1/2) exercise of any filing fee charged right or remedy of Lender described in connection with this Agreement or any filing under the HSR Act other Loan Document; (ii) the Company shall pay the reasonable fees negotiation and expenses preparation of the Auditorthis Agreement or any other Loan Document, Xxxx Marks & Xxxxx LLPor any amendment, and modification or restatement of this Agreement or any other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and Loan Document; (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution administration of this Agreement or any other Loan Document and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, ; (iv) Title insurance companies periodic field exams or audits and appraisals performed by Lender; (v) search firms any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower’s business or affairs; (vi) the establishment, attachment, perfection or protection of any security interest or lien on the Collateral; (vii) any attempt to enforce any right or remedy of Lender against Borrower or any other Person who may be obligated to Lender by virtue of this Agreement or any other Loan Document including, without limitation, Account debtors; or (viii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Collateral; then, in any such event, all reasonable attorneys’ fees arising from such services and Buyer's share all expenses, costs and charges of H-S-R Act filings such counsel, all fees, up costs, expenses and charges of consultants and professionals engaged by Lender, and all other costs and out-of-pocket expenses of Lender relating to an aggregate maximum amount any of $1,451,794 the events or actions described above shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral.
(collectivelyc) Additionally, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if any legal action is brought for tax, levy or charge (including any intangibles tax, stamp tax or recording tax) shall be imposed upon or payable by Lender in connection with the enforcement execution or delivery of this Agreement, or because the execution, delivery, issuance or recording of an alleged dispute, breach, defaultany other Loan Document, or misrepresentation in connection with the creation of any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, including, without limitation, reasonable attorneys' fees, whether incurred prior to or after the entry of the judgment. All sales and transfer taxes and fees incurred in connection with Obligations under this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities Borrower will pay (or will promptly reimburse Lender for the Purchase Price payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (ii) following receipt of notice from Lender regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Lender, which consent may not be unreasonably withheld, conditioned or delayed, Borrower shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Lender, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (iii) in any circumstance described in clause (i) or (ii) Holdingsabove, the Company and/or the Principal Managers have failed to comply with the covenant set forth Borrower will indemnify, defend and hold Lender harmless from and against any liability in the last sentence of Section 5.03(cconnection therewith.
(d) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer Borrower’s obligations under this Section 10.9 shall survive termination of the Loans and the termination of this Agreement, at law or in equity.
Appears in 1 contract
Expenses; Taxes. Buyer (a) Borrower shall reimburse Lender for all expenses incurred by Lender in connection with the transactions contemplated by this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, the Blocked Account, wire charges, automatic clearing house fees and the Selling Shareholders will each pay the fees other similar costs and expenses incurred by it Lender in carrying out the transactions contemplated by this Agreement.
(b) If, at any time or times prior or subsequent to the Effective Date, and regardless of whether any of the transactions contemplated by this Agreement are concluded, Lender reasonably employs counsel for advice or other representation, reasonably incurs legal fees or expenses, consulting fees or expenses, fees, costs or expenses of external professionals engaged by Lender, or reasonably incurs other out-of-pocket costs or expenses in connection with this Agreement; PROVIDED, HOWEVER, that with: (i) Buyer and the Company agree that they will each pay one-half (1/2) exercise of any filing fee charged right or remedy of Lender described in connection with this Agreement or any filing under the HSR Act other Loan Document; (ii) the Company shall pay the reasonable fees negotiation and expenses preparation of the Auditorthis Agreement or any other Loan Document, Xxxx Marks & Xxxxx LLPor any amendment, and modification or restatement of this Agreement or any other legal counsel to Holdings, the Company and the Selling Shareholders, up to an aggregate maximum amount of $450,000, and Loan Document; (iii) the Selling Shareholders shall contribute, on a pro-rata basis consistent with the percentages set forth opposite their respective names on Schedule I hereto, to the Company and the Company shall pay at Closing the reasonable fees and expenses incurred by Buyer in connection with the negotiation and execution administration of this Agreement or any other Loan Document and the Related Documents and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Pryor, Cashman, Xxxxxxx & Xxxxx, (ii) Special Counsel, (iii) Xxxxxx Xxxxxxxx LLP, ; (iv) Title insurance companies periodic field exams or audits and appraisals performed by Lender; (v) search firms and Buyer's share any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower’s business or affairs; (vi) the establishment, attachment, perfection or protection of H-S-R Act filings fees, up any security interest or lien on the Collateral; (vii) any attempt to an aggregate maximum amount enforce any right or remedy of $1,451,794 (collectively, the "Buyer's Fees and Expenses"); PROVIDED, FURTHER, HOWEVER, that if Lender against Borrower or any legal action is brought for the enforcement other Person who may be obligated to Lender by virtue of this Agreement, Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In the event that either party obtains a judgment in connection with the enforcement or interpretation of this Agreement, such party shall be entitled to recover from the other all costs and expenses incurred in connection with the enforcement of such judgment, Loan Document including, without limitation, Account Debtors; or (viii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, lease, license, liquidate or otherwise dispose of or realize upon the Collateral; then, in any such event, all reasonable attorneys' ’ fees arising from such services and all expenses, costs and charges of such counsel, all fees, whether incurred prior costs, expenses and charges of consultants and professionals engaged by Lender, and all other costs and out-of-pocket expenses of Lender relating to or after the entry any of the judgmentevents or actions described above shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral. All sales Borrower acknowledges and transfer taxes agrees that upon the occurrence and fees during the continuation of any Event of Default Borrower shall pay directly or reimburse Lender for all fees, costs, expenses and charges incurred by Lender in Lender’s sole discretion in connection with the foregoing matters.
(c) Additionally, if any tax, levy or charge (including any intangibles tax, stamp tax or recording tax) shall be imposed upon or payable by Lender in connection with the execution or delivery of this 02 IGXGLOBAL CORP LSA Final.docx 25 of 50 Agreement, or the execution, delivery, issuance or recording of any other Loan Document, or the creation of any of the Obligations under this Agreement and the transactions contemplated hereby shall be borne by the Company. The foregoing notwithstanding, if the Closing does not occur and either (i) Burger King Corporation has exercised a right of first refusal to purchase the Securities Borrower will pay (or will promptly reimburse Lender for the Purchase Price payment of) all such taxes, levies and charges including, but not limited to, any interest and penalties thereon, (ii) following receipt of notice from Lender regarding the claim for payment of, or imposition of, any such tax, levy or charge, with the consent of Lender, which consent may not be unreasonably withheld, conditioned or delayed, Borrower shall have the right, at its own cost and expense, to contest the imposition of such tax, levy or charge, and with the consent of the Lender, which consent may not be unreasonably withheld, conditioned or delayed, to compromise or settle such claim for such tax, levy or charge and pay the same following such compromise or settlement, and (iii) in any circumstance described in clause (i) or (ii) Holdingsabove, the Company and/or the Principal Managers have failed to comply with the covenant set forth Borrower will indemnify, defend and hold Lender harmless from and against any liability in the last sentence of Section 5.03(cconnection therewith.
(d) hereof and such failure was the primary reason why the Closing did not occur, the Company agrees to reimburse Buyer for the Buyer's Fees and Expenses. Such reimbursement obligation shall not in any way limit any other rights or remedies of Buyer Borrower’s obligations under this Section 10.8 shall survive termination of the Loans and the termination of this Agreement, at law or in equity.
Appears in 1 contract
