Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation and execution and delivery of, and any amendment, supplement, waiver or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower) and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of the Agents and the Lenders (taken as a whole), to the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower) and (x) if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction and (y) if there is an actual conflict of interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in each case, excluding any Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to...
Payment of Expenses; Indemnification. The Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, a...
Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or a...
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent and the Sole Lead Arranger in connection with (A) the negotiation, preparation, syndication, execution and delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to therein (including the reasonable fees and expenses of special counsel to the Administrative Agent and the Sole Lead Arranger and the fees and expenses of counsel for the Administrative Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Credit Parties under this Agreement and (ii) the Administrative Agent, the Issuing Banks and the Lenders in connection with enforcement of the Loan Documents and the documents and instruments referred to therein, including any work-out, re-negotiation or restructure relating to the performance by the Credit Parties under this Agreement, including, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent, the Issuing Banks and each of the Lenders (including the allocated costs of internal counsel). The Credit Parties shall indemnify, defend and hold harmless the Agents, the Issuing Banks and each of the Lenders and their respective directors, officers, agents, employees, counsel and Affiliates from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to (i) this Agreement, any Letter of Credit, any other Loan Documents or the transactions contemplated hereby or thereby, (ii) any actual or proposed use by any Credit Party of the proceeds of the Loans or (iii) the Agents', the Issuing Banks' or the Lenders' entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto, including amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proc...
Payment of Expenses; Indemnification. 95 11.6 Amendments, Waivers and Consents...................................96 11.7 Counterparts/Telecopy..............................................97 11.8 Headings...........................................................97 11.9 Defaulting Lender..................................................97 11.10 Survival of Indemnification and Representations and Warranties.....98 11.11
Payment of Expenses; Indemnification. (a) The Borrower shall pay on demand:
(i) any and all attorneys’ fees and disbursements and out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the development, drafting, negotiation and administration of the Credit Documents, any amendments thereto and the syndication and closing of the transactions contemplated thereby; and
(ii) all costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings. The foregoing costs and expenses shall include all out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.
Payment of Expenses; Indemnification. Spinco agrees that it shall reimburse the Company and all Parent Indemnified Parties promptly with respect to all costs and expenses incurred by the Company and all other Parent Indemnified Parties (including, without limitation, all costs and expenses of attorneys', accountants', consultants' and other similar persons) in connection with any Actions relating to (x) the exercise or purported exercise of any Third Party Call Right or any Third Party Put Right or (y) the consummation of any transactions contemplated pursuant to the provisions of this Section 2.6 (all such costs and expenses, the "Company Transfer Expenses"). Spinco agrees that all Indemnifiable Losses (including, without limitation, all Company Transfer Expenses) of the Company and all Parent Indemnified Parties arising out of, relating to or resulting from, directly or indirectly, the performance or failure to perform by any party hereto of the provisions of this Section 2.6 or any of the transfers in any way relating thereto (other than as a result of any willful breach, on or after the Offer Purchase Date, on the part of the Company or any Retained Subsidiary) shall in each case be deemed to be Spinco Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V hereof.
Payment of Expenses; Indemnification of the Credit Agreement, (a) reimburse the Security Agent for all the reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and disbursements of its legal counsel) together with any VAT thereon incurred by it in connection with:
Payment of Expenses; Indemnification. The Guarantor will pay on demand, and will indemnify and save Agent harmless from, any and all liabilities, costs and expenses (including out-of-pocket legal fees and expenses on a solicitor and his own client full indemnity basis and any sales, goods and services or other similar taxes payable to any government, regulatory or administrative agency or with respect to any such liabilities, costs and expenses) (a) incurred by Agent in the preparation, registration, administration or enforcement of this Guarantee, (b) with respect to, or resulting from, any failure or delay by the Guarantor in performing or observing any of its obligations under this Guarantee, or (c) incurred by Agent in performing or observing any of the other covenants of the Guarantor under this Guarantee.
Payment of Expenses; Indemnification. The Debtor will pay on demand, and will indemnify and save the Administrative Agent harmless from, any and all liabilities, costs and expenses (including reasonable legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other taxes, rates, levies or assessments payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) incurred by the Administrative Agent in the preparation, registration, administration or enforcement of this Agreement or in the exercise of any rights or remedies under this Agreement, (ii) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (iii) incurred by the Administrative Agent in performing or observing any of the other covenants of the Debtor under this Agreement.
