Expenses and Indemnification. All reasonable out-of-pocket expenses ---------------------------- (including but not limited to reasonable legal fees and expenses and expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of the Arranger and the Administrative Agent associated with the syndication of the Bridge Facility and with the preparation, execution and delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of the documentation contemplated hereby are to be paid by Borrower. In addition, all reasonable out-of-pocket expenses (including but not limited to reasonable legal fees and expenses) of the Lenders and the administrative agent for the Bridge Facility for workout proceedings, enforcement costs and documentary and stamp taxes associated with the Bridge Facility are to be paid by Borrower. Borrower will indemnify the Lenders, UBS and UBSW and their respective affiliates, and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the proposed transactions, including but not limited to the Acquisition, the Merger, the Refinancing or any transactions related thereto and any actual or proposed use of the proceeds of any loans made under the Bridge Facility; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final judgment of a court of competent jurisdiction to have been incurred by reason of the bad faith, gross negligence or willful misconduct of such person. Borrower will indemnify the Lenders for withholding taxes imposed by any governmental authorities (subject to customary exceptions). Such indemnification shall consist of customary tax gross-up provisions. Requisite Lenders: Lenders holding at least a majority of ----------------- total Loans and commitments under the Bridge Facility, with certain customary modifications or amendments requiring the consent of Lenders holding a greater percentage (or all) of the total Loans and commitments under the Bridge Facility. Governing Law and Forum: The laws of the State of New York. Each ----------------------- party to the Bridge Documentation will waive the right to trial by jury and will consent to jurisdiction of the state and federal courts located in The City of New York. Counsel to UBSW and the A...
Expenses and Indemnification. To conform to the Existing Credit Agreement. Governing Law and Forum; All Senior Subordinated Bridge Documentation shall be Submission to Exclusive Jurisdiction: governed by the internal laws of the State of New York. The Borrower and the Guarantors will submit to the exclusive jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof. Counsel to the Bridge Facility Administrative Agent and the Lead Bridge Arrangers: Xxxxxx & Xxxxxxx LLP. Borrower: Same as Senior Subordinated Bridge Loans. Guarantees: Same as Senior Subordinated Bridge Loans. Security: None.
Examples of Expenses and Indemnification in a sentence
Expenses and Indemnification: Consistent with the Documentation Precedent.
Expenses and Indemnification: Consistent with the Propco Bank Debt Documentation Principles.
Expenses and Indemnification: Consistent with the Opco Bank Debt Documentation Principles.
Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification 69 Section 1411.
Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification 74 Section 14.11.
More Definitions of Expenses and Indemnification
Expenses and Indemnification. Substantially consistent with the Prepetition Term Loan Credit Agreement (without giving regard to Amendment No. 3 thereto) and expanded to include the payment or reimbursement to the 2L Exit Facility Lenders for all reasonable and documented out-of-pocket costs and expenses incurred by the 2L Exit Facility Lenders if the Closing Date occurs, in connection with (i) the preparation, negotiation and execution of the 2L Exit Facility Documents; (ii) the funding of the 2L Exit Facility; (iii) the creation, perfection or protection of the liens under the 2L Exit Facility Documents (including all search, filing and recording fees); and (iv) the on-going administration or enforcement of the 2L Exit Facility Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto); provided that (a) with respect to clauses (i), (ii) and (iii), legal expenses shall be limited to the reasonable and documented attorneys’ fees, disbursements, and expenses of Faegre Drinker Bxxxxx & Rxxxx LL, counsel to the 1L Exit Facility Administrative Agent and Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel to the Ad Hoc Group (as defined in the Restructuring Support Agreement) and, to the extent reasonably necessary, one firm to serve as local counsel for the applicable parties or groups in connection with the transactions) and (b) solely with respect to clause (iv), such out-of-pocket costs and expenses shall be limited to those of each 2L Exit Facility Lender or group of 2L Exit Facility Lenders holding at least 25% of the loans under the 2L Exit Facility. Governing Law and Forum: New York. This 3L Exit Facility Term Sheet (the “Term Sheet”) provides an outline of a proposed financing and does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein. This Term Sheet is for discussion purposes only, is non-binding, and is neither an expressed nor implied offer with regard to any financing, to arrange, provide or purchase any loans in connection with the transactions contemplated hereby or to arrange, provide or assist in arranging or providing the potential financing described herein. Any agreement to provide the 3L Exit Facility (as defined below) or any other financing arrangement will be subject to the execution and delivery of definitive documentation satisfactory to the 3L Exit Facility Administra...
Expenses and Indemnification. The Borrower shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent, the Syndication Agent and the Arrangers associated with the syndication of the Facilities and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of a single counsel (plus any local or specialized counsel)), (b) fees pay able by the Administrative Agent, the Syndication Agent or to third parties in connection with the satisfaction of the conditions precedent referred to above, regardless of whether the Credit Documentation is signed and (c) all out-of-pocket expenses of the Administrative Agent, the Syndication Agent and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documentation. The Administrative Agent, the Syndication Agent, the Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the pro posed use of the proceeds thereof (except to the extent resulting from the gross negligence or willful misconduct of the indemnified party). Governing Law and Forum: State of New York. Counsel to the Administrative Agent, the Syndication Agent and Arrangers: Davix Xxxx & Xardxxxx. Definitions: Additional Capital = proceeds of equity issuances by Holdings (including the Equity Issuance) + proceeds of offerings of debt securities by Holdings (including the Notes Offering) + proceeds of Qualifying Subordinated Debt issued after the Closing Date + excess cash flow for fiscal years from and after 2001 (to the extent not required to be applied to prepay the Facilities) - $2,775,000,000 - any proceeds of equity issuances used to cure breaches of financial maintenance covenants as provided under "Financial Covenant Default Cure Provisions" above, except under circumstances to be agreed. Adjusted EBITDA = EBITDA + trailing four quarter dark fiber sales cash revenues. Contributed Capital = equity contributed by Parent + Equity Issuance cash proceeds + other cash equity proceeds + Total Debt EBITDA = net income + interest expense (including the interest component of rental expense under the ADP) + income taxes + de...
Expenses and Indemnification. Substantially identical to those in the Bank Documentation for the First Lien Facilities.
Expenses and Indemnification. To conform to the Existing Credit Agreement.
Expenses and Indemnification. The Cash Flow Bridge Facility Documentation will contain provisions relating to indemnity, expense reimbursement, exculpation and related matters substantially consistent with those contained in the Existing Credit Agreement (after giving effect to the Cash Flow Bridge Facility Documentation Considerations).
Expenses and Indemnification. Consistent with the Existing Credit Agreement. Governing Law and Forum: New York. Joint Bookrunners: Xxxxxx Xxxxxx & Xxxxxxx LLP. Interest Rates: The interest rates under the Incremental Term Facility will be as follows: Incremental Term Facility: At the option of the Borrower, initially, Adjusted LIBOR plus 3.75% or ABR plus 2.75%. There shall be a minimum Adjusted LIBOR (i.e., Adjusted LIBOR prior to adding any applicable interest rate margins thereto) requirement of 1.00% per annum and a minimum ABR of 2.00%, applicable to the Incremental Term Facility only. For the avoidance of doubt, the interest rate with respect to any Revolving Incremental Commitment shall be the same as the Existing Credit Agreement. The interest rates under the Refinancing Facility will be as follows: Revolving Facility: At the option of the Borrower, initially, Adjusted LIBOR plus 3.00% or ABR plus 2.00%. Refinancing Term Loan Facility (and the Backstop Incremental Facility): At the option of the Borrower, initially, Adjusted LIBOR plus 3.75% or ABR plus 2.75%. All swingline loans will be ABR loans. From and after the delivery by the Borrower to the Bank Administrative Agent of the Borrower’s financial statements (or that of a direct or indirect parent of the Borrower to be agreed) for the first full fiscal quarter of the Borrower completed after the Closing Date, interest rate spreads with respect to the Revolving Facility shall be determined by reference to a pricing grid based on First Lien Leverage Ratios to be agreed. There shall be a minimum Adjusted LIBOR (i.e., Adjusted LIBOR prior to adding any applicable interest rate margins thereto) requirement of 1.00% per annum and a minimum ABR of 2.00%, applicable to the Refinancing Term Loan Facility and the Backstop Incremental Facility only. Commitment Fees: Same as Existing Credit Agreement. Project University Secured Bridge Facility Summary of Principal Terms and Conditions(2) Borrower: The Borrower under the Bank Facilities.
Expenses and Indemnification. All reasonable out-of-pocket expenses (including, without limitation, expenses incurred in connection with due diligence) of CSFB and CIBC associated with the syndication of the Facilities and with the preparation, execution and delivery, administration, waiver or modification and enforcement of the definitive credit documentation contemplated hereby (including the reasonable fees, disbursements and other charges of counsel) are to be paid by the Borrowers. In addition, all reasonable out-of-pocket expenses of the Lenders for enforcement costs and documentary taxes associated with the Facilities are to be paid by the Borrowers. The Borrowers will indemnify CSFB, CIBC and the other Lenders and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of CSFB, CIBC and the other Lenders arising out of or relating to any claim or any litigation or other proceeding (regardless of whether CSFB, CIBC or any other Lender is a party thereto) that relates to the Transactions, including the financing contemplated hereby, the Tender Offer, the Merger or any transactions connected therewith, PROVIDED that none of CSFB, CIBC or any other Lender will be indemnified for any cost, expense or liability to the extent determined in the final judgment of a court of competent jurisdiction to have resulted from its gross negligence or willful misconduct. GOVERNING LAW AND FORUM: New York. COUNSEL TO CSFB AND CIBC: Cravath, Swaine & Xxxxx. ANNEX I