Common use of 3Expenses Clause in Contracts

3Expenses. (1) The Company agrees to pay on demand all costs, expenses, taxes and fees (i) incurred by the Purchaser in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Transaction Documents, including the reasonable and documented out-of-pocket fees and disbursements of counsel for the Purchaser, in each case, irrespective of whether or not the Closing has occurred or has failed to occur, (ii) incurred by Purchaser in connection with the preparation, negotiation, execution and delivery of any waiver, amendment or consent by the Purchaser relating to any of the Transaction Documents, including the reasonable costs and fees of counsel for the Purchaser; and (iii) incurred by the Purchaser, including the reasonable costs and fees of its counsel, in connection with the enforcement of the Transaction Documents. (2) The Company agrees to indemnify, pay and hold the Purchaser and any holder of any of the Senior Note and the Existing Warrant and the officers, directors, employees and agents of the Purchaser and such holders (the “Indemnified Persons”) harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel for any Indemnified Person in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnified Person shall be designated a party thereto) which may be incurred by any Indemnified Person, relating to or arising out of this Agreement, the Senior Note, the Existing Warrant or any other Transaction Document, the transactions contemplated hereby or under any other Transaction Documents, and any actual or proposed use of proceeds of the Senior Note; provided, that no Indemnified Person shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

3Expenses. (1) The Whether or not the transactions contemplated hereby shall be consummated, Company agrees to pay on demand promptly following its receipt from Purchaser Representative of an invoice therefor (a) all costs, expenses, taxes of Purchaser’s Representative’s actual and fees (i) incurred by the Purchaser in connection with the reasonable costs and expenses of preparation, negotiation, execution and delivery administration of this Agreement the Transaction Documents and the any consents, amendments, waivers or other Transaction Documents, including modifications thereto; (b) all the reasonable and documented out-of-pocket fees fees, expenses and disbursements of counsel for the to Purchaser, in each case, irrespective of whether or not the Closing has occurred or has failed to occur, (ii) incurred by Purchaser ’s Representative in connection with the negotiation, preparation, negotiation, execution and delivery of any waiver, amendment or consent by the Purchaser relating to any administration of the Transaction DocumentsDocuments and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Company; (c) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Purchaser’s Representative, for the benefit of the Purchasers, including the filing and recording fees, expenses and taxes, stamp or documentary taxes within [***], search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to Purchaser’s Representative; (d) all other actual and reasonable costs and fees of counsel for the Purchaser; and (iii) expenses incurred by the Purchaser, including the reasonable costs and fees of its counsel, ’s Representative in connection with the enforcement negotiation, preparation and execution of the Transaction Documents. (2) The Company agrees to indemnify, pay and hold the Purchaser Documents and any holder of any of the Senior Note consents, amendments, waivers or other modifications thereto and the Existing Warrant transactions contemplated thereby; and (e) [***]. Notwithstanding the officersforegoing, directorsthe amount obligated to be paid by Company pursuant to clauses (a) and (b) of this Section 11.3, employees and agents of the Purchaser and such holders (the “Indemnified Persons”) harmless from and against any and together with all liabilities, losses, damages, costs and expenses of payable by Company and its Subsidiaries related to the Senior Secured Credit Facility and any kind (including, without limitationrelated transactions with Purchaser’s Representative, the reasonable fees and disbursements Purchasers and/or their Affiliates prior to the Effective Date, shall not exceed [***] without the prior written consent of counsel for any Indemnified Person in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnified Person shall be designated a party thereto) which may be incurred by any Indemnified Person, relating to or arising out of this Agreement, the Senior Note, the Existing Warrant or any other Transaction Document, the transactions contemplated hereby or under any other Transaction Documents, and any actual or proposed use of proceeds of the Senior Note; provided, that no Indemnified Person shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionCompany.