Payment of Expenses and Taxes; Indemnification Sample Clauses

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of...

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates (each an "Indemnified Party") harmless from and ----------------- against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the A...

Payment of Expenses and Taxes; Indemnification. Borrower agrees, (a) to pay or reimburse the Agents and Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, the Agents, (b) to pay or reimburse each Lender and the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of the Agents, (c) to pay, indemnify, and hold harmless each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and the Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the f...

Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY AGREES (A) TO PAY OR REIMBURSE COLLATERAL AGENT AND APPROVED HEDGE COUNTERPARTY FOR ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO COLLATERAL AGENT AND APPROVED HEDGE COUNTERPARTY AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS WITH RESPECT TO THE FOREGOING TO BE SUBMITTED TO BORROWER PRIOR TO THE EFFECTIVE DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE EFFECTIVE DATE) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH OTHER PERIODIC BASIS AS COLLATERAL AGENT OR APPROVED HEDGE COUNTERPARTY SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH SECURED PARTY AND COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL (AND OTHER AGENTS AND PROFESSIONALS), TO EACH SECURED PARTY AND TO COLLATERAL AGENT, (C) TO PAY, INDEMNIFY, AND HOLD EACH SECURED PARTY AND COLLATERAL AGENT HARMLESS FROM AND AGAINST, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (D) TO PAY, INDEMNIFY, AND HOLD EACH SECURED PARTY AND COLLATERAL AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND CONTROLLING PERSONS (EACH, AN “INDEMNITEE”) HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTH...

Payment of Expenses and Taxes; Indemnification. (a) The Borrowers agree to pay within thirty (30) days after receipt of an invoice therefor, all costs and expenses in connection with the preparation, negotiation, execution, delivery, registration and administration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification to or extension or restatement of, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and out-of-pocket expenses of counsel and of technical advisors and consultants for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrowers’ prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrowers further agree to pay on demand all losses, costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the preservation of any rights of the Lender under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender under, this Agreement, the Note and the other Credit Documents, including losses, costs and expenses sustained by the Lender as a result of any failure by any Borrower to perform or observe its obligations contained herein or in the Note held by the Lender or in connection with any refinancing or restructuring of the Loan in the nature of a “workout.” The Borrowers further agree to pay on demand, and to indemnify, and hold each Lender and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents (b) Each Credit Party agrees to pay, indemnify, and hold each Lender, each Agent, their respective Affiliates and their...

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent, the Co-Agents and the Institutions, in accordance with paragraph (b) below, for all their respective out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby and by Sections 9.5 and 10.25 in connection with the issuance of Bonds and the Bond Letters of Credit, including, without limitation, the reasonable fees and expenses of Simpxxx Xxxxxxx & Xartxxxx xx special counsel to the Administrative Agent, the Co-Agents and the Institutions, the reasonable fees and expenses of Williams, Mullen, Christian & Dobbxxx xx special Virginia counsel to the Administrative Agent, the Co-Agents of the Institutions, the reasonable fees and expenses of Debevoise & Plimxxxx, xxecial counsel to the Institutions with respect to intercreditor matters, the reasonable fees and 113 105 expenses of the Independent Engineer, the Independent Insurance Consultant, the Environmental Consultant, the Coal Consultant and the Ornamental Flower Market Consultant incurred in connection with the performance of their respective duties under this Agreement (including, without limitation, the preparation by the Independent Engineer and the Coal Consultant of the annual updated Coal Report and Independent Engineer's Report, respectively, to be provided to the Lenders as contemplated in this Agreement), the out-of-pocket expenses and counsel fees and disbursements incurred by the Administrative Agent and the Co-Agents in connection with the syndication of the Commitments to the Banks, the reasonable fees and expenses (including reasonable counsel fees) of the Security Agent, the reasonable out-of-pocket expenses of the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents, and all fees, taxes, other charges and costs and expenses relating to the recordings, filings and other actions referred to in Section 8.13 (the foregoing costs and expenses in this clause (i) being herein called "Reimbursable Expenses"); (ii) to pay or reimburse each Lender, the Administrative Agent and the Security Agent for all of their respective out-of-pocket costs and expenses incurred in connection with the enforcement ...

Payment of Expenses and Taxes; Indemnification. Parent and the Borrower agree, jointly and severally, (a) to pay or reimburse the Administrative Agent and the Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, whether or not the transactions hereby or thereby shall be consummated, and the administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of a single counsel (and appropriate local and special counsel) to the Administrative Agent and Arranger and filing and recording fees and expenses, with statements

Payment of Expenses and Taxes; Indemnification. 64 Section 10.7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.................65 Section 10.8. NOTICES....................................................65 Section 10.9. EXECUTION..................................................67 Section 10.10. AMENDMENTS.................................................67 Section 10.11.

Payment of Expenses and Taxes; Indemnification. 30 Section 9.10. Governing Law 31

Payment of Expenses and Taxes; Indemnification. The Company will pay, indemnify, and hold ACI harmless from, any and all legal and other fees (as outlined in Attachment 2) which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement of modification of, or any waiver or consent under or in respect of, this Agreement, it being recognized that the costs incurred in the preparation of this Agreement through the date of its execution and delivery on the date hereof shall be at the sole expense of ACI, but that if any costs are incurred from and after the date hereof, such costs shall be the expense of the Company.