Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay Whether or not any Loan is made to the Borrower, the Borrower agrees to pay, and to reimburse the Lender for all reasonable out-of-pocket of the Lender's costs and expenses of (iincluding any stamp duty, registration, documentary, excise and any other similar taxes payable) each Agent-Related Person in connection with (A) the preparation, negotiation, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and each other Loan Document, any amendment or waiver to this Agreement or any other Loan Document, the collection or other enforcement of this Agreement or any other Loan Document, the perfection and priority of any Collateral, and the preservation of any and all rights of the Lender hereunder and under the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and thereinLoan Documents, including, without limitation, all fees and expenses of all counsels to the Lender in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy foregoing. Payment of such expenses shall be made on or insolvency proceeding after the earlier of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance acceleration of the Borrower’s obligations hereunder due to the occurrence of an Event of Default or (ii) the Maturity Date. In addition, each of ReGen and and RBIO hereby releases and agrees to indemnify the Lender from and against all liabilities, losses, damages, penalties, judgments, suits or costs of any Credit kind whatsoever with respect to this Agreement or any other Loan Document or any Loan or other advance or any matter related hereto or thereto (all of the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentforegoing, including, without limitationcollectively, the reasonable fees and disbursements of counsel incurred in connection with any such investigation“Indemnified Liabilities”), litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to except for Indemnified Liabilities caused directly by the extent incurred by reason of the Lender's gross negligence or willful misconduct on misconduct. Without limiting the part survival of any other provisions of this Agreement or the other Loan Documents, the terms of this Section shall survive payment of the Person to be indemnified), (ii) any Environmental Claim Loans and (iii) any claims for Non-Excluded Taxestermination of this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Dip Loan and Security Agreement (Regen Biologics Inc)
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Supplemental Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and (B) the fees and expenses of counsel for the Agent in connection with collateral or foreign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Supplemental Credit Lenders in connection with (A) enforcement of the Supplemental Credit Documents and the documents and instruments referred to herein and therein, therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Supplemental Credit Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Personseach Supplemental Credit Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Supplemental Credit Lender is a party thereto) related to (i) the entering into and/or performance of any Supplemental Credit Document Documents or the use of proceeds of any Extensions Tranche A Supplemental Term Loans or Tranche B Term Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Supplemental Credit DocumentDocuments, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) ), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or of any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related PersonsAgent and each Lender, and each Lender and its of their Affiliates, officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person the Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim (other than losses, liabilities, claims, damages or expenses incurred as a result of gross negligence or willful misconduct on the part of the Person to be indemnified) and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Chic by H I S Inc)
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons Agent and the Lenders after the occurrence and during the continuation of an Event of Default or in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement and thereinany amendment, waiver or consent relating thereto and, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Borrowers shall and hereby agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent, the Issuing Bank or such Lender in (1) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (2) in collecting the Loans, (3) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (4) obtaining any legal, accounting or other advice in connection with any of the gross negligence or willful misconduct on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.foregoing. -97- 105
Appears in 1 contract
Samples: Credit Agreement (Fresh Foods Inc)
Payment of Expenses; Indemnification. The Credit Parties Obligors agree to: (a) pay all reasonable out-of-pocket costs and expenses of of
(i) each Agent-Related Person the Administrative Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent 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, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by the Credit Parties Obligors under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Obligors under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Obligors shall indemnify, defend and (B) any bankruptcy or insolvency proceeding hold harmless the Administrative Agent, the Issuing Bank and each of a Credit Party or any of its Subsidiariesthe Lenders and their respective directors, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all -98- 106 losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) this Credit Agreement, any Letter of Credit, any other Credit Documents or the transactions contemplated hereby or thereby, (ii) any actual or proposed use by any Obligor of the proceeds of the Loans or (iii) the Administrative Agent's, the Issuing Bank's or the Lenders' entering into and/or performance of any this Credit Document Agreement, the other Credit Documents or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Obligor or any of the Lenders in connection with compliance by any Obligor or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Obligor hereunder are unenforceable for any reason, such Obligor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Obligors' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Obligors shall, upon demand, pay to the Administrative Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Administrative Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the gross negligence or willful misconduct on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesforegoing.
Appears in 1 contract
Samples: Credit Agreement (Industrial Distribution Group Inc)
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by the Credit Parties Borrowers under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Borrowers shall and hereby agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct and excluding Excluded Taxes) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with 109 any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent, the Issuing Bank or such Lender in (1) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (2) in collecting the Loans, (3) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (4) obtaining any legal, accounting or other advice in connection with any of the gross negligence or willful misconduct on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesforegoing.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents, the Lenders involved in the initial syndication of the Commitments as determined by the Agents, and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative AgentAgents); provided that reimbursement to any Lender (other than the Agents) for fees and expenses shall be limited to $7,500 per Lender and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees (at standard hourly rates) and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party; provided that the Credit Parties shall not be responsible for the legal fees of the Agents and the Lenders in connection with any proceeding in which a Credit Party or any is the prevailing party as determined by a court of its Subsidiaries, competent jurisdiction and (b) indemnify the each Agent-Related Persons, NCMI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NCMI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the reasonable fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of a single counsel for the Agent-Related Persons Agent and the Lenders. Each Credit Party shall and hereby does agree to indemnify, defend and hold harmless the Agent and each of the LendersLenders and their respective directors, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) this Credit Agreement or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's or the Lenders' entering into and/or performance of any this Credit Document Agreement, the other Credit Documents or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by the Credit Parties or any of the Lenders in connection with compliance by the Credit Parties or any of their Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Credit Party hereunder are unenforceable for any reason, the Credit Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Credit Parties' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of its obligations set forth in this Credit Agreement. In addition, the Credit Parties shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent or such Lender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, the gross negligence other Credit Documents or willful misconduct on the part of the Person to be indemnified)any other document or instrument now or hereafter executed and delivered in connection herewith, (ii) any Environmental Claim in collecting the Loans and (iii) obtaining any claims for Non-Excluded Taxeslegal, accounting or other advice in connection with any of the foregoing.
Appears in 1 contract
Samples: Syndication Amendment and Assignment (Sterile Recoveries Inc)
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents, the Lenders involved in the initial syndication of the Commitments as determined by the Agents, and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx Moore & Xxx XxxxxVan Allen, special counsel counsex xx the Xxxxxx); provided that reimbursement to any Lender (other than the Administrative AgentAgents) for fees and expenses shall be limited to $7,500 per Lender and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees (at standard hourly rates) and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party; provided that the Credit Parties shall not be responsible for the legal fees of the Agents and the Lenders in connection with any proceeding in which a Credit Party or any is the prevailing party as determined by a court of its Subsidiaries, competent jurisdiction and (b) indemnify the each Agent-Related Persons, NCMI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NCMI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Loan Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx Xxxxxxx & Xxx XxxxxXxx, P.C., special counsel to the Administrative AgentAgent but not the fees and expenses of any other Lender's counsel), (B) recording, filing, and related fees and costs in connection with perfecting Liens granted to the Agent under the Security Documents, and (BC) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties Borrowers under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Loan Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of the Borrowers of any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related PersonsAgent and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Loan Document or the use of proceeds of any Extensions Advance (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Loan Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), and (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Supplemental Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and (B) the fees and expenses of counsel for the Agent in connection with collateral or foreign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Supplemental Credit Lenders in connection with (A) enforcement of the Supplemental Credit Documents and the documents and instruments referred to herein and therein, therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Supplemental Credit Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Personseach Supplemental Credit Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Supplemental Credit Lender is a party thereto) related to (i) the entering into and/or performance of any Supplemental Credit Document Documents or the use of proceeds of any Extensions Tranche A Term Loans or Tranche B Term Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Supplemental Credit DocumentDocuments, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) pay all reasonable out-of-pocket costs and expenses of actually incurred by (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties Borrowers under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Borrowers shall and hereby agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigations, investigations, claims or proceedings which arise out of or are in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of the Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) actually paid or incurred by reason the Agent, the Issuing Bank or such Lender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, the gross negligence other Credit Documents or willful misconduct on the part of the Person to be indemnified)any other document or instrument now or hereafter executed and delivered in connection herewith, (ii) any Environmental Claim and in collecting the Loans, (iii) in foreclosing or otherwise collecting upon the Collateral or any claims for Non-Excluded Taxespart thereof and (iv) obtaining any legal, accounting or other advice in connection with any of the foregoing.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and BAS in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx Mooxx & Xxx Van Xxxxx, XLLC, special counsel to the Administrative Agent) ), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Administrative Agent-Related Persons, BAS, each Lender and its each of their officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other Extensions of Credit Credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified)proceeding, (ii) any Environmental Claim and Claim, (iii) any claims for Non-Excluded Taxes.Taxes (but
Appears in 1 contract
Samples: Credit Agreement (Abacoa Homes Inc)
Payment of Expenses; Indemnification. The Credit Parties agree to: Obligors shall pay (ai) pay all reasonable out-of-pocket costs expenses incurred by the Controlling Agent and its Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Controlling Agent) with respect to the preparation, negotiation, execution, delivery and administration of this Agreement or the Senior Debt Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (including any proposed amendment, amendment and restatement, modification or waiver), (ii) all out-of-pocket expenses incurred by the Controlling Agent (including the fees, charges and disbursements of (i) each any counsel for the Controlling Agent-Related Person ), in connection with the enforcement or protection of its rights in connection with this Agreement or the Senior Debt Documents, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Senior Obligations and (iii) all documentary and similar taxes and charges in respect of this Agreement and the Senior Debt Documents. The Obligors shall indemnify the Controlling Agent (and any sub-agent thereof) and each Related Party of the Controlling Agent (each such person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by ETE or any other Obligor arising out of, in connection with, or as a result of (A) the negotiation, preparation, execution and delivery, syndication and administration or delivery of this Credit Agreement or any Senior Debt Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (B) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Obligor at any time, or any Environmental Claim related in any way to any Obligor, (C) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Credit Documents theory, whether brought by a third party or by ETE or any other Obligor, and the documents and instruments referred regardless of whether any Indemnitee is a party thereto, (D) any Environmental Law applicable to therein (includingETE or any Subsidiary or any of their properties, including without limitation, the reasonable fees presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and expenses gas wastes, solid wastes or hazardous substances on any of Xxxxx & Xxx Xxxxxtheir properties, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (iiE) the Agentbreach or non-Related Persons compliance by ETE or any Subsidiary of ETE with any Environmental Law applicable to ETE or any Subsidiary of ETE, (F) the past ownership by ETE or any Subsidiary of ETE of any of their properties or past activity on any of their properties which, though lawful and fully permissible at the Lenders time, could result in connection with present liability, (AG) enforcement the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with properties owned or operated by ETE or any such enforcement, the reasonable fees and disbursements Subsidiary of counsel for the Agent-Related Persons and each ETE or any actual or alleged presence or release of the Lenders, and (B) hazardous materials on or from any bankruptcy property owned or insolvency proceeding of a Credit Party operated by ETE or any of its Subsidiaries, and (bH) indemnify any liability pursuant to Environmental Laws or costs of Response related in any way to ETE or any of its Subsidiaries or (I) any other environmental, health or safety condition in connection with this Agreement or the Agent-Related PersonsSenior Debt Documents; provided that such indemnity shall not, each Lender and its officersas to any Indemnitee, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all be available to the extent that such losses, liabilities, claims, damages damages, liabilities or related expenses incurred are determined by any a court of them as a result of, or arising out of, or in any way related to, or competent jurisdiction by reason of, any investigation, litigation or other proceeding (whether or not any Agentfinal and non-Related Person or any Lender is a party thereto) related appealable judgment to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 have resulted solely from the gross negligence or willful misconduct on of such Indemnitee. For the part avoidance of doubt, each Indemnitee shall be deemed a third-party beneficiary of this Agreement. The agreements in this Section 5.15 shall survive repayment of the Person to Senior Loan Obligations, the Note Obligations, the Additional Senior Secured Debt Obligations and all other amounts payable hereunder and under the other Senior Debt Documents and the removal or resignation of the Controlling Agent. All obligations of the Obligors set forth in or arising under this Agreement will be indemnified), (ii) any Environmental Claim Senior Obligations and (iii) any claims for Non-Excluded Taxesare secured by all Liens granted by the Collateral Documents.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the reasonable fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties Borrowers under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders. The Borrowers shall and hereby agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Revolving Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of the Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent incurred by reason that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the gross negligence or willful misconduct on Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Credit Agreement. In addition, the part of Borrowers shall, upon demand, pay to the Person to be indemnified), (ii) Agent and any Environmental Claim Lender all costs and (iii) any claims for Non-Excluded Taxes.expenses
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) to pay all reasonable out-of-pocket costs and expenses of (ia) each Agent-Related Person the Agent in connection with (Ai) the negotiation, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special external counsel to the Administrative AgentAgent and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (Bii) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by the Credit Parties Borrowers under this Credit Agreement, Agreement and (iib) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Borrowers shall indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the ------------ other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith against any Borrower (or, in the case of the Agent, against any Lender, except to the extent that the claim or liability giving rise to such enforcement or defense is finally judicially determined to have resulted from the Agent's own gross negligence or willful misconduct on the part of the Person to be indemnifiedmisconduct), (iiB) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any Environmental Claim part thereof and (iiiD) obtaining any claims for Non-Excluded Taxes.legal, accounting or other advice in connection with any of the foregoing. 100
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related PersonsAgent and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person the Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable 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 on the part of the Person to be indemnified), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) borrower agrees to pay all the reasonable out-of-pocket costs and costsand expenses of of:
(ia) each Agent-Related Person the Lender in connection with the (Ai) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement agreement and the other Credit Documents loan documents and the documents and instruments referred to therein (including, including without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Lender), and (Bii) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and and
(iib) the Agent-Related Persons and the Lenders Lender in connection with (A) the enforcement of the Credit Loan Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Lender. The Borrower shall indemnify, defend and each of hold harmless the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against any (x) and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or in any way related to
1. this Agreement,
2. any actual or proposed use by the Borrower of the proceeds of the Advances and
3. the Lender's entering into this Agreement, or by reason of, any investigation, litigation or the other proceeding (whether or not any Agent-Related Person Loan Documents or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without with- out limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with compliance of the foregoing, and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by the Borrower or the Lender in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this Section 8.13 shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Advances, and are in addition, and not in substitution of, any other of their obligations set forth in this Agreement. In addition, Borrower shall, upon demand, pay to the Lender all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Lender in (A) enforcing or defending its rights under or in respect of this Agreement, the gross negligence other Loan Documents or willful misconduct on the part of the Person to be indemnified)any other document or instrument now or hereafter executed and delivered in connection herewith, (ii) any Environmental Claim and (iiiB) any claims for Non-Excluded Taxesin collecting the Advances.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the reasonable fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a . Each Credit Party or any shall and hereby does agree to indemnify, defend and hold harmless the Agent and each of its Subsidiariesthe Lenders and their respective directors, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) this Credit Agreement or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's or the Lenders' entering into and/or performance of any this Credit Document Agreement, the other Credit Documents or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by the Credit Parties or any of the Lenders in connection with compliance by the Credit Parties or any of their Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Credit Party hereunder are unenforceable for any reason, the Credit Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Credit Parties' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of its obligations set forth in this Credit Agreement. In addition, the Credit Parties shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent or such Lender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, the gross negligence other Credit Documents or willful misconduct on the part of the Person to be indemnified)any other document or instrument now or hereafter executed and delivered in connection herewith, (ii) any Environmental Claim in collecting the Loans and (iii) obtaining any claims for Non-Excluded Taxeslegal, accounting or other advice in connection with any of the foregoing.
Appears in 1 contract
Payment of Expenses; Indemnification. The Credit Parties Borrowers agree to: (a) to pay all reasonable out-of-pocket costs and expenses of (ia) each Agent-Related Person the Agent in connection with (Ai) the negotiation, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special external counsel to the Administrative AgentAgent and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (Bii) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by the Credit Parties Borrowers under this Credit Agreement, Agreement and (iib) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to herein and therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Borrowers shall indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross 100 negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith against any Borrower (or, in the case of the Agent, against any Lender, except to the extent that the claim or liability giving rise to such enforcement or defense is finally judicially determined to have resulted from the Agent's own gross negligence or willful misconduct on the part of the Person to be indemnifiedmisconduct), (iiB) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any Environmental Claim part thereof and (iiiD) obtaining any claims for Non-Excluded Taxeslegal, accounting or other advice in connection with any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Payment of Expenses; Indemnification. The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and the Sole Lead Arranger in connection with (A) the negotiation, preparation, syndication, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Loan Documents and the documents and instruments referred to therein (including, without limitation, including the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) 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, but not limited to, including any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, Agreement and (ii) the Administrative Agent-Related Persons , the Issuing Banks and the Lenders in connection with (A) enforcement of the Credit Loan Documents and the documents and instruments referred to herein and therein, including any work-out, re-negotiation or restructure relating to the performance by the Credit Parties under this Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent-Related Persons , the Issuing Banks and each of the LendersLenders (including the allocated costs of internal counsel). The Credit Parties shall indemnify, defend and (B) any bankruptcy or insolvency proceeding hold harmless the Agents, the Issuing Banks and each of a Credit Party or any of its Subsidiariesthe Lenders and their respective directors, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directorsagents, employees, representatives, counsel and Affiliates and agents from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) 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 and/or performance of any Credit Document this Agreement, the other Loan Documents or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated agreements and documents relating hereto, including amounts paid in any Credit Documentsettlement, including, without limitation, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Credit Party or any of the Lenders in connection with compliance by any Credit Party or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Credit Party hereunder are unenforceable for any reason, such Credit Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Credit Parties' obligations under this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Agreement. In addition, the Credit Parties shall, upon demand, pay to the Administrative Agent, the Issuing Banks and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Administrative Agent, the Issuing Banks or such Lender in (A) enforcing or defending its rights under or in respect of this Agreement, any Letter of Credit the other Loan Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the gross negligence or willful misconduct on the part foregoing. Without limitation of the Person foregoing, Credit Parties shall pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with its obtaining, from time to be indemnified)time, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesas it shall determine in its commercially reasonable judgment, appraisals of Credit Parties' Inventory subject to the limitations set forth in Section 7.7.
Appears in 1 contract
Samples: Credit Agreement (Industrial Distribution Group Inc)
