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 Company agrees (a) to pay or reimburse the Collateral Trustee for all its reasonable fees, 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 Security 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, disbursements and other charges of counsel to the Collateral Trustee, (b) to pay or reimburse the Collateral Trustee and the other Credit Agreement Secured Parties for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Documents and any such other documents, including the fees, disbursements and other charges of counsel to the Collateral Trustee and the other Credit Agreement Secured Parties, (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties 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, 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 Security Documents and any such other documents and (d) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee and the other Secured Parties and their respective directors, officers, employees, trustees and agents 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, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of ...
Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees: (a) to pay or reimburse each Agent and each Lender for all their reasonable and documented costs, fees and expenses incurred in connection with the development, negotiation, preparation, execution, delivery and administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of internal and external counsel to the Agents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay to each Agent and each Lender the allocated, reasonable and documented costs, fees and expenses of internal counsel to thereto in connection with any amendment, supplement, modification, waiver or consent delivered hereunder, in addition to any other applicable fee that may be payable in connection with any such amendment, supplement, modification, waiver or consent; (c) to pay or reimburse each Agent and each Lender for all of their properly documented costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of internal and external counsel to each Agent, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each ...
Payment of Expenses and Taxes; Indemnification. (a) THE BORROWER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT IN CONNECTION WITH THE SYNDICATION, PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AND AMENDMENT OF (AND ANY WAIVER OR CONSENT WITH RESPECT TO) THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT THERETO (INCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL), THE REASONABLE FEES AND EXPENSES OF OTHER PROFESSIONALS OR ADVISORS RETAINED BY THE AGENT, AND THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT TO ADVISING THE AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES UNDER THE LOAN DOCUMENTS. THE BORROWER FURTHER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT AND THE LENDERS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND, WITH RESPECT TO THE AGENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL) IN CONNECTION WITH ANY DEFAULT OR EVENT OF DEFAULT AND THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER.
(b) THE BORROWER AGREES TO PAY, INDEMNIFY AND HOLD EACH LENDER AND THE 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 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, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS.
(c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR ...
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 and execution of, and any amendment, supplement or modification to, or waiver or forbearance of, this Agreement and the other Loan 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 one firm of counsel to the Administrative Agent and filing and recording fees and expenses, -129-
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. (a) The Borrower shall (i) pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses in connection with any amendment, supplement or modification to this Agreement, the Notes and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of New York counsel and Mexican counsel to the Administrative Agent, (ii) pay or reimburse for all documented out-of-pocket expenses of the Administrative Agent and the Lenders incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, and any such other related documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) pay or reimburse the Joint Bookrunners for all of their reasonable and documented out-of-pocket costs incurred in connection with this Agreement and the Notes, up to an amount not to exceed in the aggregate, (x) U.S.$40,000 for external New York and Mexican legal counsel fees, (y) the cost of Intralinks and (z) other costs and expenses of U.S.$25,000, (iv) 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 Mexican 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, this Agreement, the Notes and any such other documents, and (v) pay, indemnify, and hold each Lender, the Administrative Agent and their respective Affiliates and the respective officers, directors, employees, advisors and agents of any of them or such Affiliates harmless from and against any and all other liabilities, losses, damages, penalties, actions, judgments, suits and reasonable and documented related out-of-pocket expenses with respect to the execution, delivery, enforcement and performance of this Agreement, the Notes, and any such other documents and the use or the proposed use of the proceeds of the Loans (all the foregoing in this clause (v), collectively, the “indemnified liabilities”), provided that the Borrower shall have no oblig...
Payment of Expenses and Taxes; Indemnification. 30 Section 9.10. Governing Law 31
Payment of Expenses and Taxes; Indemnification. 6 Successors and Assigns; Assignments and Participations. . . . . . . . . . . . . . . . . . . .33 9.7
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.
