Section Expenses. In the event of an Event of Default, the Company will pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel, which the Secured Party may incur in connection with: (i) the custody or preservation of, or the sale, collection from, or other realization upon, any of the Pledged Property; (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder or (iii) the failure by the Company to perform or observe any of the provisions hereof.
Section Expenses. As provided in the Agreement, Borrowers agree to pay on demand all costs and expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and the other documents and instruments executed pursuant hereto and any and all amendments, modifications and supplements thereto, including, without limitation, the costs and fees of Agent's legal counsel, and all costs and expenses incurred by Agent in connection with the enforcement or preservation of any rights under the Agreement, as amended hereby, or any other Loan Document, including, without limitation, the costs and fees of Agent's legal counsel.
Section Expenses. Guaranteed Obligations shall include all of the expenses provided for in Section 9.2 of the Loan Agreement and in addition all reasonable out-of-pocket expenses of the Secured Party or the Lenders related to the enforcement of this Agreement, the collection, preservation or sale of the Collateral or other reasonable out-of-pocket expense related to the Secured Party's and the Lender's rights hereunder, including, without limitation, reasonable attorneys fees or expenses related to any of the forgoing, including the cost of internal appraisers and examiners.
Section Expenses. Whether or not the transactions contemplated hereby shall -------- be consummated, Borrower agrees to pay promptly (a) all the actual and reasonable costs and expenses of the Documentation Agent, and the Syndication Agent and each Joint Lead Arranger (without duplication with respect to each such Person) of preparation of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower (including any opinions requested by Lenders as to any legal matters arising hereunder) and of each Credit Party's performance of and compliance with all agreements and conditions on its part to be performed or complied with hereunder and the other Loan Documents including with respect to confirming compliance with environmental, insurance and solvency requirements; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other Loan Documents or matters requested by a Credit Party; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Collateral Agent on behalf of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant the Loan Documents pertaining to the Collateral; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers retained by the Administrative Agent; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by any Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the xxxxx- FIRST PRIORITY LOAN AGREEMENT ----------------------------- cation of the Loans and the negotiation, preparation and execution of the Loan Documents and any consents, amendments, ...
Section Expenses. The Borrower shall (i) pay all reasonable costs, expenses and charges of the Administrative Agent (including reasonable fees and charges of external legal counsel for the Administrative Agent) incurred in connection with the preparation of this Agreement and the other Facility Documents, any waiver or consent hereunder or thereunder, and any amendment hereto or thereto, and (ii) reimburse the Administrative Agent, the Lenders, the Swingline Bank and the Issuing Bank on demand for all reasonable costs, expenses, and charges (including reasonable fees and charges of external legal counsel for the Administrative Agent, any Lender, the Swingline Bank or the Issuing Bank and costs allocated by their respective internal legal departments) incurred by any of them in connection with the performance or enforcement of this Agreement, the other Facility Documents or any Letter of Credit. The Borrower agrees to indemnify the Administrative Agent, each Lender, the Swingline Bank and the Issuing Bank and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and 57 63
Section Expenses. Borrower hereby agrees, on demand, to pay or reimburse Agent and each of Lenders for paying (without duplication): (a) all reasonable out-of-pocket costs and expenses of Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents, and any and all waivers, amendments, modifications, renewals, extensions and supplements thereof and thereto, and the syndication of the Commitments and the Loans, including, without limitation, the reasonable fees and expenses of legal counsel for Agent, (b) all out-of-pocket costs and expenses of Agent and Lenders in connection with any Default, the exercise of any right or remedy or any enforcement of this Agreement or any other Loan Document or any term or provision hereof or thereof, including, without limitation, the fees and expenses of legal counsel for Agent and Lenders, (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents, (d) all out-of-pocket costs, expenses, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any Lien contemplated by this Agreement or any other Loan Document, and (e) all reasonable out-of-pocket costs and expenses incurred by Agent in connection with due diligence, computer services, copying, appraisals, environmental audits, insurance, consultants and search reports and incurred by any Lender in connection with any Collateral audit or field exam which may be conducted by such Lender after (and only after) the occurrence of a Default specified in, and in accordance with, Section 8.6. A.
Section Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that those expenses incurred in connection with printing the Proxy/ Registration Statement, as well as the filing fee relating thereto, shall be shared equally by the Company and Parent.
Section Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel, and accountants. The Company will not incur any out-of-pocket expenses in connection with this Agreement. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party. 1.2 1.3
Section Expenses. Each of the parties hereto shall pay its own cost and expenses in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby.
Section Expenses. Except as otherwise expressly provided herein, each party shall bear its own respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including his or its own consultant's fees, attorneys' fees, accountants' fees, investment banking and loan fees and other similar costs and expenses.
