Common use of Other Costs, Expenses and Related Matters Clause in Contracts

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents, any Asset Purchase Agreement and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Collateral) and (ii) (A) relating to any amendments, waivers or consents under this Agreement, the other Transaction Documents, any Asset Purchase Agreement, and any document or instrument delivered pursuant hereto or thereto, (B) arising in connection with the Agent’s or such Purchaser’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the Purchasers’ interest in the Collateral under this Agreement, the Transaction Documents and any Asset Purchase Agreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, any of the other Transaction Documents and any Asset Purchase Agreement.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Agent and the Purchasers Affected Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Agent and/or the PurchasersAffected Parties) or intangible, documentary or recording taxes incurred by or on behalf of the Agent and the Purchasers Affected Parties (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents, any Asset Purchase Agreement Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ Affected Parties' interest in the CollateralTrust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Program Documents and the other Transaction Documents, any Asset Purchase Agreement, and any document or instrument delivered pursuant hereto or thereto, (B) arising in connection with any of the Agent’s or such Purchaser’s Affected Parties' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Purchasers’ Affected Parties' interest in the Collateral under this Agreement, the Transaction Documents and any Asset Purchase AgreementTrust Estate), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, Note Purchase Agreement or any of the other Transaction Documents and any Asset Purchase AgreementDocuments.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Agent and the Purchasers Affected Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Agent and/or the PurchasersAffected Parties) or intangible, documentary or recording taxes incurred by or on behalf of the Agent and the Purchasers Affected Parties (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents, any Asset Purchase Agreement Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the PurchasersAffected Parties’ interest in the CollateralTrust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Program Documents and the other Transaction Documents, any Asset Purchase Agreement, and any document or instrument delivered pursuant hereto or thereto, (B) arising in connection with any of the Agent’s or such Purchaser’s Affected Parties’ enforcement or preservation of rights (including, without limitation, the perfection and protection of the PurchasersAffected Parties’ interest in the Collateral under this Agreement, the Transaction Documents and any Asset Purchase AgreementTrust Estate), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, Note Purchase Agreement or any of the other Transaction Documents and any Asset Purchase AgreementDocuments.

Other Costs, Expenses and Related Matters. (a) The Issuer Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Agent Facility Agent, the Group Agents and the Purchasers Lenders harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Agent and/or Facility Agent, the PurchasersGroup Agents and the Lenders) or intangible, documentary or recording taxes incurred (A) by or on behalf of the Agent Facility Agent, the Group Agents and the Purchasers Lenders (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents, any Asset Purchase Agreement Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Collateral) and (ii) (A) from time to time relating to any amendments, waivers or consents under this Agreement, Agreement and the other Transaction Documents, any Asset Purchase Agreement, and any document or instrument delivered pursuant hereto or thereto, (B) by or on behalf of the Facility Agent, the Group Agents and the Lenders from time to time (i) arising in connection with the Agent’s or such Purchaser’s enforcement or preservation of the rights of the Facility Agent, the Group Agents and the Lenders (including, without limitation, the perfection of a security interest in and protection of the Purchasers’ interest in the Collateral under this Agreement, the Transaction Documents and any Asset Purchase Agreement), or and (Cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, Agreement or any of the other Transaction Documents and any Asset Purchase Agreement(all of such amounts, collectively, “Transaction Costs”).

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Administrative Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Administrative Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents, any Asset Purchase Agreement Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the CollateralTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Agreement, Agreement and the other Transaction Documents, any Asset Purchase Agreement, and any document or instrument delivered pursuant hereto or thereto, (B) arising in connection with the Administrative Agent’s, the LC Issuer’s or such Purchaser’s the Purchasers’ enforcement or preservation of rights (including, without limitation, the perfection and protection of the Purchasers’ interest in the Collateral Asset Interest under this Agreement, the Transaction Documents and any Asset Purchase Agreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). All Transaction Costs owed by the Transferor pursuant to this Section 2.20(a) shall be payable in accordance with Sections 2.04 and any Asset Purchase Agreement2.05.