Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent. (b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any of the Credit Documents, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent. (c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel). (d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes. (e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes. (f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of (i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, and the syndication of the Commitmentsinitial Borrowing hereunder, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent., up to the amount previously quoted by the Administrative Agent to the Borrower, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent., and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(d) Without without limitation of the preceding Section 12.1(cclause (c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable documented attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent Agents for) all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx DayMayer, Brown & Platt, special counsel to the Administrative AgentAgents.
(b) The Borrower agrees Xxx Xorxxxxx agxxxx to pay (or reimburse the Administrative AgentAgents, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgents, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx DayMayer, Brown & Platt, special counsel to the Administrative AgentAgents.
(c) The Borrower agrees Xxx Xorxxxxx agxxxx to pay (or reimburse the Administrative AgentAgents, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgents, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayMayer, Brown & Platt, special counsel to the Administrative AgentAgents, and (ii) the reasonable fees and disbursements rexxxxxblx xxxs axx xxsbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.section 12.1
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Book Running Manager, and the Lead Arranger for) all reasonable out-of-pocket costs and expenses of the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Book Running Manager, and the Lead Arranger in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Lead Arranger, Book Running Manager and Syndication Agent for) all reasonable out-of-pocket costs and expenses of the Lead Arranger, Book Running Manager and Syndication Agent in connection with the syndication prior to the Effective Date of the Commitments of the other Lenders hereunder, including, without limitation, the reasonable fees and disbursements of internal or special counsel for any of such Persons.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(cd) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(de) Without limitation of the preceding Section 12.1(csection 12.1(d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(ef) The Borrower agrees to pay and hold the Administrative Agent, the Collateral Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative each such Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personPerson) to pay such taxes.
(fg) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Lead Arranger, the Syndication Agent and the Book Running Manager, each other Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents, investment advisors and Affiliates (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person Person to be indemnified or of any other Indemnitee who is such person Person or an Affiliate of such personPerson). To the extent that the undertaking to indemnify, pay or hold harmless any person Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, the delivery of documents on the Closing Date pursuant to section 6.1 and the syndication of the Commitmentsinitial Borrowing hereunder, including, without limitation, the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.;
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent., and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(d) Without without limitation of the preceding Section 12.1(cclause (c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable documented attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any of the Credit Documents, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c12.1(d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent Agent, the syndication agent and the Arranger in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the CommitmentsLoans, including, without limitation, the reasonable fees fees, disbursements and disbursements charges of Xxxxx Day, special counsel to the Administrative Agent, and the charges of Intralinks, Syndtrak or similar services.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Arranger, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any of the Credit Documents, including, without limitation, the reasonable fees and disbursements of consultants to, auditors for and Xxxxx Day, special counsel to to, the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees fees, disbursements and disbursements charges of consultants to, auditors for, and Xxxxx Day, special counsel to to, the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c11.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s Parties and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and CommitmentsLoans, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Collateral Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.in
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates Agent in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by the Borrower, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement against the Borrower of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(fe) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents and Affiliates Affiliates, and the successors and assigns of any of the foregoing (collectively, the “Indemnitees”"INDEMNITIES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of:
(i) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, ; or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiariespast or then current Subsidiaries or Affiliates or any of their predecessors in interest, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiariespast or current Subsidiaries or any of their respective Affiliates or any of their predecessors in interest, if the Borrower or any such Subsidiary or Affiliate could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.against
Appears in 1 contract
Samples: Credit Agreement (Lesco Inc/Oh)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, and the syndication of the CommitmentsCommitments provided for herein, including, without limitation, the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates Agent in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including and any allocated costs of internal counsel).
(d) Without limitation of the preceding Section section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, Agent and each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Fca of Ohio Inc)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees Borrowers agree to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the CommitmentsTerm Loan, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel and consultants to and auditors for the Administrative Agent.
(b) The Borrower agrees Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any of the Credit Documents, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel and consultants to and auditors for the Administrative Agent.
(c) The Borrower agrees Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel and consultants to and auditors for the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees Borrowers agree to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees Borrowers agree to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates Parties (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the any Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the any Borrower or any of its Subsidiaries, if the such Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the such Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower Company agrees to pay (or reimburse the Administrative Agent and the Collateral Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(b) The Company agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery syndication on or prior to the Syndication Date of portions of the Credit Documents Loans and the documents and instruments referred to therein and the syndication Commitments of the Commitmentsinitial Lenders to Eligible Transferees who may become additional Lenders hereunder, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, internal or special counsel to the Administrative Agentfor any of such persons.
(bc) The Borrower Company agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates Agents for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agents and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(cd) The Borrower Company agrees to pay (or reimburse the Administrative Agent, Agents and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agents and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.and
Appears in 1 contract
Samples: Credit Agreement (Stoneridge Inc)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders Agent and their its Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their any Agent or any of its Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments that is requested by the Borrower, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement against the Borrower of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(csection 13.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its SubsidiariesBorrower, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which that shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents and Affiliates Affiliates, and the successors and assigns of any of the foregoing (collectively, the “IndemniteesIndemnities”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of:
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, ; or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiariespast or then current Subsidiaries or Affiliates or any of their predecessors in interest, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiariespast or current Subsidiaries or any of their respective Affiliates or any of their predecessors in interest, if the Borrower or any such Subsidiary or Affiliate could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its SubsidiariesSubsidiaries or any of their respective Affiliates, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummatedIf there is any Borrowing hereunder, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, the delivery of documents on the Closing Date pursuant to section 6.1 and the syndication of the Commitmentsinitial Borrowing hereunder, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(b) The If there is any Borrowing hereunder, the Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the initial Lender hereunder and the Syndication Agent in connection with the syndication on or prior to the Syndication Date of portions of the Term Loan Commitments, General Revolving Commitments, Term Loans and General Revolving Loans of the initial Lender to Eligible Transferees who may become additional Lenders hereunder, including, without limitation, the reasonable fees and disbursements of Jonex, Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent and the Syndication Agent.
(c) If the Effective Date occurs, the Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(cd) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(de) Without limitation of the preceding Section 12.1(csection 12.1(d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(ef) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.
(fg) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Hawk Corp)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Joint Lead Arrangers for) all reasonable out-of-pocket costs and expenses of the Joint Lead Arrangers in connection with the syndication prior to the Effective Date of the Commitments of the other Lenders hereunder, including, without limitation, the reasonable fees and disbursements of internal or special counsel for any of such persons.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent.
(cd) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(de) Without limitation of the preceding Section 12.1(csection 12.1(d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(ef) The Borrower agrees to pay and hold the Administrative Agent, the Collateral Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative each such Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(fg) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, each other Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents and Affiliates (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-non- compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower Company agrees to pay (or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent and the Joint Lead Arrangers for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Syndication Agent, the Joint Book Running Managers and the Joint Lead Arrangers in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(b) The Company agrees to pay (or reimburse the Joint Lead Arrangers, Joint Book Running Managers and Syndication Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Joint Lead Arrangers, Joint Book Running Managers and Syndication Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery syndication prior to the Effective Date of the Credit Documents and the documents and instruments referred to therein and the syndication Commitments of the Commitmentsother Lenders hereunder, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, internal or special counsel to the Administrative Agentfor any of such persons.
(bc) The Borrower Company agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(cd) The Borrower Company agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(de) Without limitation of the preceding Section 12.1(csection 12.1(d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower Company or any of its Subsidiaries, the Borrower Company agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(ef) The Borrower Company agrees to pay and hold the Administrative Agent, the Collateral Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative each such Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(fg) The Borrower Company agrees to indemnify the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent, each other Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents, investment advisors and Affiliates (collectively, the “"Indemnitees”") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower Company or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower Company or any of its Subsidiaries, if the Borrower Company or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower Company or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, pay (or reimburse the Borrower agrees Administrative Agent, the Syndication Agent, the Co-Lead Arrangers and the Documentation Agent for) all reasonable out-of-pocket costs and expenses of such persons in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein, the delivery of documents on the Closing Date pursuant to section 6.1 and the initial Borrowing hereunder, including, without limitation, the reasonable fees and disbursements of Jonex, Xxy, Reavxx & Pogux, xxecial counsel to the Administrative Agent;
(b) pay all reasonable out-of-pocket costs and expenses of the Co-Lead Arrangers, the Syndication Agent and the Documentation Agent in connection with the syndication on or prior to the Syndication Date of portions of the General Revolving Commitments and General Revolving Loans of the initial Lenders to Eligible Transferees who may become additional Lenders hereunder, including, without limitation, the reasonable fees and disbursements of Jonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent;
(c) pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiationany amendment, preparation, syndication, administration and execution and delivery waiver or consent relating to any of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentswhich is requested by any Credit Party, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent., and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(bd) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any of the Credit Documents, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(de) Without without limitation of the preceding Section 12.1(cclause (d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(ef) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(fg) The Borrower agrees to indemnify the Administrative each Lender, each Agent, each LenderCo-Lead Arranger, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Value City Department Stores Inc /Oh)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent Agents for) all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx DayMayer, Brown & Platt, special counsel to the Administrative AgentAgents.
(b) The Borrower agrees to Txx Xxrrxxxx agrxxx xo pay (or reimburse the Administrative AgentAgents, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgents, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx DayMayer, Brown & Platt, special counsel to the Administrative AgentAgents.
(c) The Borrower agrees to Txx Xxrrxxxx agrxxx xo pay (or reimburse the Administrative AgentAgents, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgents, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayMayer, Brown & Platt, special counsel to the Administrative AgentAgents, and (ii) the reasonable fees and disbursements rexxxxxblx xxxs axx xxsbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and Agents, each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative each such Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative AgentAgents, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents and Affiliates (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative AgentAgents, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower Guarantor agrees to pay (or reimburse the Administrative Agent for) for all reasonable out-of-pocket costs and expenses of the Administrative Agent LJCI arising in connection with the negotiation, preparation, syndicationentering into, modification of, administration and execution and delivery of, collection of the Credit Documents and the documents and instruments referred to therein and the syndication and/or enforcement of the Commitments, including, this Guaranty (including without limitation, limitation the reasonable fees and disbursements of Xxxxx Dayfees, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of counsel for LJCI). Without limiting the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any generality of the Credit Documentsforegoing, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or Guarantor shall reimburse the Administrative Agent, the Lenders and their Affiliates for) LJCI for all reasonable out-of-pocket attorneys’ fees, costs and expenses of the Administrative Agent, the Lenders and their Affiliates incurred by LJCI in connection with the enforcement of any LJCI’s rights under this Guaranty and each of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defenseFinance Agreements, including without limitation reasonable attorneys’ fees, costs and expenses for trial, appellate proceedings, out-of-court negotiations, workouts and settlements, or for enforcement of rights under any state of federal statute, including without limitation reasonable attorneys’ fees, costs and expenses incurred to protect LJCI’s security, and reasonable attorneys’ fees, costs and expenses incurred in bankruptcy and insolvency proceedings, such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term “attorneys’ fees” means any and all attorneys fees incurred by LJCI in connection therewith and with this Guaranty (including any in house counsel billing at normal billing rates of $295.00/hr.) The term “expenses” means any expenses incurred by LJCI in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result out-of-court, or arising out ofstate, federal or in any way related tobankruptcy proceedings referred to above, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to including without limitation the entering into and/or performance fees and expenses of any Credit Document appraisers, consultants and expert witnesses retained or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment consulted by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred LJCI in connection with any such investigationproceeding. LJCI shall also be entitled to its reasonable attorneys’ fees, litigation or other proceeding (but excluding costs and expenses incurred in any such lossespost-judgment proceedings to collect and enforce the judgment. This provision is separate and several, liabilities, claims, damages or expenses to shall survive the extent incurred by reason repayment of the gross negligence or willful misconduct Guaranteed Obligations and the termination of this Guaranty, and shall survive the person to be indemnified or merger of this Guaranty into any other Indemnitee who is such person or an Affiliate judgment on this Guaranty. _________ initials Page 10 of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.16 _______ initials
Appears in 1 contract
Samples: Secured Continuing Personal Guaranty (Worthington Energy, Inc.)
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, the delivery of documents on the Closing Date pursuant to section 6.1 and the syndication of the Commitmentsinitial Borrowing hereunder, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent.;
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent., and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(d) Without without limitation of the preceding Section 12.1(cclause (c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Royal Appliance Manufacturing Co)
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, the delivery of documents on the Closing Date pursuant to section 6.1 and the syndication of the Commitmentsinitial Borrowing hereunder, including, without limitation, the reasonable fees and disbursements of Xxxxx DayJonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent.;
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-of- pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent., and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-of- pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Xogux, xxecial counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(d) Without without limitation of the preceding Section 12.1(cclause (c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Royal Appliance Manufacturing Co)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders Agent and their its Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their any Agent or any of its Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments that is requested by the Borrower, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement against the Borrower of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(d) Without limitation of the preceding Section 12.1(csection 13.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its SubsidiariesBorrower, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which that shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified person) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents and Affiliates Affiliates, and the successors and assigns of any of the foregoing (collectively, the “Indemnitees”"Indemnities") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of:
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, ; or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiariespast or then current Subsidiaries or Affiliates or any of their predecessors in interest, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiariespast or current Subsidiaries or any of their respective Affiliates or any of their predecessors in interest, if the Borrower or any such Subsidiary or Affiliate could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its SubsidiariesSubsidiaries or any of their respective Affiliates, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Documentation Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Documentation Agent and the Lenders and their Affiliates in connection with any amendmentthe negotiation, waiverpreparation, consent or other modification of or relating to any execution and delivery of the Credit DocumentsDocuments and the documents and instruments referred to therein, and the initial Borrowing hereunder, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Documentation Agent., up to the amount previously quoted by the Documentation Agent to the Borrower, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(cb) The Borrower agrees to pay (or reimburse the Administrative Agent, the Documentation Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Documentation Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Credit Documents which is requested by any Credit Party, including, without limitation, (i) the reasonable documented fees and their Affiliates disbursements of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Documentation Agent, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(c) pay (or reimburse the Administrative Agent and the Lenders for) all reasonable documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(d) Without without limitation of the preceding Section 12.1(cclause (c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable documented attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(f) The Borrower agrees to indemnify the Administrative Agent, the Documentation Agent, the Collateral Agent and each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “"Indemnitees”") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. The Borrower agrees to:
(a) Whether whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein therein, the delivery of documents on the Closing Date pursuant to section 6.1 and the syndication of the Commitmentsinitial Borrowing hereunder, including, without limitation, the reasonable documented fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Pogux, xxecial counsel to the Administrative Agent.;
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx DayJonex, special Xxy, Reavxx & Pogux, xxecial counsel to the Administrative Agent., and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel);
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable documented fees and disbursements of Xxxxx DayJonex, Xxy, Reavxx & Xogux, special counsel to the Administrative Agent, and (ii) the reasonable documented fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).;
(d) Without without limitation of the preceding Section 12.1(cclause (c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable documented attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.;
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.; and
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
Appears in 1 contract
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent forAgent, the Lenders or their Affiliates, as the case may be, in each case upon demand therefor (together with reasonable back-up documentation supporting such reimbursement request)) all of the following: (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
; (b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates forii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates Agent in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit Loan Documents, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, special counsel to the Administrative Agent.
; (c) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates foriii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Loan Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Day, special not more than one firm of counsel to the Administrative Agent and the Lenders (taken as a whole) and, in the case of a conflict of interest, of one additional firm of counsel to the Administrative Agent and the Lenders (taken as a whole) (and, if reasonably necessary, of one local counsel and/or regulatory counsel in any material relevant jurisdiction); (iv) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and (ii) the reasonable fees recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of any individual counsel to the Administrative Agent and of counsel providing any Lender opinions that the Administrative Agent or Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; and (v) upon the exercise of remedies under Section 8.02, all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel).
(d) Without limitation and of the preceding Section 12.1(c)any appraisers, in the event of the bankruptcyconsultants, insolvency, rehabilitation advisors and agents employed or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold retained by the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personits counsel) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, and their respective Related Person’s and Affiliates (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason exercise of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable lawremedies.
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Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent and the Lenders for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(b) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent.
(c) The Borrower agrees to pay (or reimburse the Administrative Agent, Agent and the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).the
(d) Without limitation of the preceding Section section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(e) The Borrower agrees to pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personLender) to pay such taxes.
(f) The Borrower agrees to indemnify the Administrative Agent, each Lender, its officers, directors, employees, representatives and their respective Related Person’s and Affiliates agents (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
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Samples: Credit Agreement (Stoneridge Inc)
Payment of Expenses, etc. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Book Running Manager, and the Lead Arranger for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Syndication Agent, the Book Running Manager, and the Lead Arranger in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Jones Day, special counsel to the Administrative Agent.
(b) Xxe Borrower agrees to pay (or reimburse the Lead Arranger, Book Running Manager and Syndication Agent for) all reasonable out-of-pocket costs and expenses of the Administrative Lead Arranger, Book Running Manager and Syndication Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery syndication prior to the Effective Date of the Credit Documents and the documents and instruments referred to therein and the syndication Commitments of the Commitmentsother Lenders hereunder, including, without limitation, the reasonable fees and disbursements of Xxxxx Day, internal or special counsel to the Administrative Agentfor any of such Persons.
(bc) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, waiver or consent or other modification of or relating to any of the Credit DocumentsDocuments which is requested by any Credit Party, including, without limitation, the reasonable fees and disbursements of Xxxxx Jones Day, special counsel to the Administrative Agent.
(cd) The Xxe Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of Xxxxx Jones Day, special counsel to the Administrative Agent, and (ii) the reasonable reaxxxxxle fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel).
(de) Without limitation of the preceding Section 12.1(csection 12.1(d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ ' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes.
(ef) The Borrower agrees to pay and hold the Administrative Agent, the Collateral Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative each such Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified personPerson) to pay such taxes.
(fg) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Lead Arranger, the Syndication Agent and the Book Running Manager, each other Agent, each Lender, and their respective Related Person’s officers, directors, trustees, employees, representatives, agents, investment advisors and Affiliates (collectively, the “Indemnitees”"INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of
(i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person Person to be indemnified or of any other Indemnitee who is such person Person or an Affiliate of such personPerson). To the extent that the undertaking to indemnify, pay or hold harmless any person Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.
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