Other Costs and Expenses. Seller shall pay to the Administrative Agent on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasers, if any, including reasonable external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and (ii) any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (Pool Corp), Omnibus Amendment (Pool Corp), Receivables Purchase Agreement (Pool Corp)
Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall pay to the Administrative Agent and the Purchasers on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent and the Purchasers (which such counsel may be employees of the Administrative Agent or a Purchaser) with respect thereto and with respect to advising the Administrative Agent and the Purchasers as to its their respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasers, if any, including reasonable external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and (ii) in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (RPM International Inc/De/), Receivables Purchase Agreement (RPM International Inc/De/), Receivables Purchase Agreement (RPM International Inc/De/)
Other Costs and Expenses. Seller The Borrower shall pay to the Administrative Agent Agent, the LC Issuer and the Lenders promptly on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the Transaction Documents and the transactions contemplated hereby and the other documents to be delivered hereunderthereby, including without limitation, the cost of auditors auditing to audit the books, records and procedures of Sellerthe Borrower, reasonable fees and out-of-pocket expenses of external legal counsel for the LC Issuer, the Lenders and the Administrative Agent with respect thereto and with respect to advising the LC Issuer, the Lenders and the Administrative Agent as to its their respective rights and remedies under this Agreement. Seller The Borrower shall pay to the Administrative Agent and the Purchasers promptly on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent Agent, the LC Issuer and the PurchasersLenders, if any, including reasonable external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and (ii) in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
Appears in 3 contracts
Samples: Receivables Loan Agreement (Arcbest Corp /De/), Receivables Loan Agreement (Arcbest Corp /De/), Receivables Loan Agreement (Arcbest Corp /De/)
Other Costs and Expenses. Seller shall pay to the Administrative Agent on demand all reasonable and documented costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers PurchasersLiberty Street Administrator on demand any and all of their reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasers, if any, including reasonable and documented external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and (ii) any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Commercial Metals Co)
Other Costs and Expenses. Seller shall pay to the Administrative Agent on demand all reasonable and documented costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasers, if any, including reasonable and documented external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and (ii) any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Commercial Metals Co)
Other Costs and Expenses. The Seller shall pay to the Administrative Agent on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and remedies under this Agreement. The Seller shall also pay to the Administrative Agent and the Purchasers Purchaser Parties on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasersexpenses, if any, of the Purchaser Parties, including reasonable external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and any of the other documents delivered hereunder Transaction Documents or Letters of Credit and (ii) any restructuring or workout of this Agreement or such other documents, or the administration of this Agreement the Transaction Documents and the Letters of Credit following an Amortization Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Schneider National, Inc.)