Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay, not later than 15 days after receipt of a reasonably detailed invoice therefor, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (d), (e), (f), (j), (k) and (l) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable and documented out-of-pocket fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (d), (e), (f), (j), (k) and (l) below, each Lender, provided that the obligation to reimburse expenses of counsel shall be limited to one law firm for each Agent and, in the event of a conflict of interest, one additional law firm, together with one additional counsel in each applicable jurisdiction), accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loans, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, ...
Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such Other Taxes. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.
Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save the Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to fees and expenses of counsel and paralegals for the Bank, incurred by the Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents, the insurance fees and expenses, real estate appraisal costs and environmental audit fees and expenses, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents, (iii) arising in connection with the Bank’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents, including but not limited to such expenses as may be incurred by the Bank in the collection of the outstanding principal amount of the Bank and (iv) arising in connection with any case under the Bankruptcy Code filed by or against either of the Borrower. The Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Bank to be payable in connection with this Agreement, the Notes or any of the other Loan Documents. The Borrower agrees to save the Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of termination adverse to the Borrower of any action at law or suit in equity in relation to this Agreement, the Notes or any of the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys’ and paralegals’ fees incurred by the Bank or the holder of the Notes in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans until paid in full.
Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay upon demand therefor, all of the following fees, costs, expenses and other charges (the “Lender Expenses”):
(a) all reasonable out-of-pocket fees, costs and expenses incurred by or on behalf of any Agent, (including attorneys, consultants, advisors and agents retained by such Agent) and miscellaneous disbursements, examination, and travel, lodging and meals arising from or relating to or incurred in (i) the negotiation, preparation, execution, delivery, performance, administration, monitoring, amendment or termination of this Agreement, the other Loan Documents and all other documents and agreements relating to the transactions contemplated hereby or thereby (whether incurred before or after the date of this Agreement) or any consents, amendments, waivers or other modifications thereof, whether or not such documents become effective or are given, (ii) the preservation and protection of any of the Agents’, L/C Issuers’ or Lenders’ rights under this Agreement or the other Loan Documents, (iii) the filing of any petition, complaint, answer, motion or other pleading by any Agent, any L/C Issuer or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (iv) the protection, collection, lease, sale, taking possession, liquidation or release of any Collateral or other security in connection with this Agreement or any other Loan Document, (v) any attempt to create, perfect, record, correct, release or enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (vi) any attempt to enhance the likelihood of repayment of the Obligations or to collect any Obligations from any Credit Party, any Collateral or any other source of repayment, (vii) all collateral audit, appraisal and valuation fees and charges (including any expenses and allocated costs of personnel employed by an Agent) and all financial advisor fees and expenses, and (viii) otherwise in connection with the Lenders’ and L/C Issuers’ transactions with the Credit Parties or their Subsidiaries, including fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches, searches with the patent and trademark office, the copyright office or any other governmental or central registry), filing, recording, publication, real e...
Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all costs and expenses incurred by or on behalf of Administrative Agent (and, in the case of clause (c) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel for Administrative Agent (and, in the case of clause (c) below, each Lender), and all document, transfer, recording or filing taxes or fees and similar impositions now or hereafter payable in connection with this Agreement or any other Loan Document, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents and/or the review of any of the agreements, instruments and documents referred to in Sections 7.01(j) and (k)) and the consummation and administration of the transactions contemplated hereby, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, or (c) the enforcement and/or preservation of any of Agent’s or the Lenders’ rights under this Agreement or the other Loan Documents, including the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document and the enforcement of any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document.
Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of each Agent and the L/C Issuer (and, in the case of clauses (c), (d) and (i) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable and documented fees, costs, client charges and expenses of one counsel for the Agents and the Lenders (it being understood that such limitations shall not apply in the event of a (x) a disagreement between the Agents and the Lenders, in which case the Lenders may hire one separate counsel to represent their interests, or (y) a conflict of interests or possible conflict of interests, in which case each Lender that has such a conflict or possible conflict may hire one counsel to represent its interests (it being understood that conflicts of interests do not include disagreements regarding strategy)) and one counsel for the L/C Issuer, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral (it being understood that Collateral Examinations shall be subject to the limitations contained in Section 7.01(f)), title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’, the L/C Issuer’s or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) subject to the Expense Limitations, the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all matters in connection therewith, (e) subject to the Expense Limitations, the commencement or defense of, or intervention in, any court proceeding aris...
Expenses; Taxes; Attorneys’ Fees. Mortgagor agrees to pay or cause to be paid and to save Mortgagee harmless against liability for the payment of all reasonable out-of-pocket expenses, including fees and expenses of counsel for Mortgagee, incurred by Mortgagee from time to time (a) arising in connection with the preparation, execution, delivery and performance of this Mortgage, the Note, the Guaranty and the other Loan Documents, (b) relating to any requested amendments, waivers or consents to this Mortgage, the Note or any other Loan Document or (c) arising in connection with Mortgagee’s enforcement or preservation of rights under this Mortgage, the Note, the Guaranty or any other Loan Documents, including such expenses as may be incurred by Mortgagee in the collection of the Note, the Guaranty or the realization of security given for the Note or the Guaranty. Mortgagor agrees to pay or cause to be paid and to save Mortgagee harmless against liability for the payment of all fees and costs for appraisals and reappraisals required by Mortgagee from time to time in connection with the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989 (as heretofore or hereafter amended), and in connection with any foreclosure hereof. Mortgagor agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter reasonably determined by Mortgagee to be payable in connection with this Mortgage, the Note or any other Loan Documents, and Mortgagor agrees to save Mortgagee harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. Mortgagor agrees to pay and to save Mortgagee harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by Mortgagee in connection with its review of any repair, replacement, alteration, improvement or restoration to the Mortgaged Property in connection with the requirements of Sections 2.02, 2.03 and 2.06, including the fees and expenses of counsel for Mortgagee and of any architect engaged by Mortgagee to review plans and specifications, inspect work or provide advice with respect to determinations to be made by Mortgagee in connection therewith. In the event of a determination adversely to Mortgagor of any action at law or suit in equity in relation to this Mortgage, the Note or any other Loan Document, Mortgagor will pay, in addition to a...
Expenses; Taxes; Attorneys’ Fees. The Borrowers agree to pay or cause to be paid and to save the Banks, the Issuing Bank and the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including but not limited to fees and expenses of counsel for the Banks, the Issuing Bank and Issuing Bank, arising in connection with the preparation, execution, delivery and performance of this Amendment and any documents, instruments or transactions pursuant to or in connection herewith.
Expenses; Taxes; Attorneys’ Fees. Borrowers will pay, two (2) Business Days following demand therefor, all (i) reasonable out of pocket costs and expenses of the Agents (including, without limitation, all reasonable fees, expenses and disbursements to outside counsel and consultants) in connection with the preparation, execution and delivery of the Loan Documents, the funding of Loans, the administration of the Loan Documents (including, without limitation, participation in the Chapter 11 cases) and any amendment or waiver of any provision of the Loan Documents and (ii) reasonable out of pocket costs and expenses of the Agents and the Lenders (including, without limitation, reasonable fees, expenses and disbursements of counsel) in connection with the enforcement or protection of any of their rights and remedies under the Loan Documents.
Expenses; Taxes; Attorneys’ Fees. The Borrowers agree -------------------------------- to jointly and severally pay or cause to be paid, on demand, and to save the Agents (and, in the case of clauses (a) and (d) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel, including the allocated cost of internal counsel, for the Agents (and, in the case of clauses (a) and (d) through
