Costs, Expenses and Certain Taxes Sample Clauses

Costs, Expenses and Certain Taxes. Pledgors (a) will pay to the Pledgee from time to time on demand any and all costs and expenses, including reasonable attorneys' fees and expenses, paid or incurred by or on behalf of the Pledgee in connection with this Agreement, the Existing Pledge Agreement or the Note or in connection with any modification, amendment, alteration or enforcement of this Agreement, the Existing Pledge Agreement or the Note or the collection of any amount payable by any Pledgor hereunder or under the Existing Pledge Agreement or the Note, whether or not any legal proceeding is commenced hereunder or thereunder and whether or not any Default or Event of Default has occurred and is continuing, and (b) will jointly and severally indemnify the Pledgee on demand against any loss, liability or expense incurred by the Pledgee (other than any such loss, liability or expense directly attributable to gross negligence or willful misconduct of the Pledgee) arising out of or in connection with any action or omission of the Pledgee hereunder or under the Existing Pledge Agreement or the Note, including the costs and expenses of defending itself against any claim or liability (including any claim by any Pledgor) in connection with the exercise or performance of any of its powers or duties hereunder or thereunder. All amounts payable to the Pledgee under this Section accrue interest until paid in full at the rate of 18% per annum, from the date of demand therefor. All such amounts shall constitute additional indebtedness of the Pledgors secured hereunder and shall be payable on demand. Pledgors will also pay, and will hold the Pledgee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamps, excise, sales or other taxes or assessments which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement or the Existing Pledge Agreement or the Note. All expenses incident to the Pledgors' and Covista's performance of or compliance with Section 6.7, including, without limitation, all registration and filing fees, all fees and expenses of complying with securities or blue sky laws, National Association of Securities Dealers' fees, all printing expenses, the fees and disbursements of counsel for Covista and of its independent public accountants, and the expenses of any special audits made by such accountants required by or incident to such perfo...
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Costs, Expenses and Certain Taxes. (a) The Borrower agrees to pay on demand (i) all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all reasonable due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel for ML&Co. and the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiary Parties arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all reasonable costs and expenses of the Agents and the Lender Parties in connection with the enforcement (including, without limitation, in connection with the negotiation of any restructuring or "workout" with the Borrower, whether or not consummated) of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Agents and each Lender Party with respect thereto). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the Notes and the other Loan Documents and agrees to save each Agent and each Lender Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes.
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Costs, Expenses and Certain Taxes. Borrower shall pay (or, if already paid by Bank, shall reimburse Bank for) on demand all reasonable costs and expenses in
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Costs, Expenses and Certain Taxes. Borrower shall pay (or, if already paid by Bank, shall reimburse Bank for) on demand all reasonable costs and expenses in connection with the negotiation, preparation, execution, delivery, filing, recording and administration of the Credit Documents and any other documents to be delivered under the Credit Documents (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for Bank with respect thereto) and all costs and expenses (including reasonable counsel fees and expenses, including those incurred at the appellate level) in connection with any action by Bank to enforce any of the Credit Documents that results in a judgment or injunction in Bank’s favor or in connection with any bankruptcy proceeding involving Borrower or a Subsidiary. In addition, Borrower shall pay on demand any and all documentary stamp, intangible and other taxes, fees, surcharges and other amounts payable or determined to be payable to any government or governmental subdivision, agency, agent, officer or instrumentality in connection with any of the Credit Documents, including the execution, delivery, filing or recording thereof, any other documents to be delivered thereunder or any Advances, and agrees to hold Bank harmless from and against any and all liabilities (including any interest and penalties) with respect to or resulting from any delay in paying or omission to pay such taxes, fees, surcharges and other amounts. Borrower hereby authorizes Bank to deduct from the proceeds of any Advance disbursed the amount of any costs and expenses then owing pursuant to this §8.2 and to deduct any such amount from any account of Borrower with Bank.
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Related to Costs, Expenses and Certain Taxes

  • Costs, Expenses and Fees 6.1 Clause 10.11 (Transaction Costs) of the Amended Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

  • Costs, Expenses and Taxes The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

  • Fees, Expenses and Reimbursement (a) So long as the Administrator provides Administrative Services to the Company, it shall be entitled to receive reasonable and customary fees for such services as well as out-of-pocket expenses as may be agreed to by the Administrator and the Company pursuant to a separate written agreement.

  • Costs, Expenses and Legal Fees Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys' fees), except that each party hereto agrees to pay the costs and expenses (including reasonable attorneys' fees and expenses) incurred by the other parties in successfully (a) enforcing any of the terms of this Agreement or (b) proving that another party breached any of the terms of this Agreement.

  • COSTS, EXPENSES AND ATTORNEYS' FEES Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Costs, Expenses Each party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

  • Expenses and Costs Each Borrower, jointly and severally, agrees to pay and to save the Agent and the Lenders harmless for the payment of all fees, out-of-pocket disbursements, and other costs and expenses incurred by or on behalf of the Agent or any Lender arising in any way in connection with this Amendment, or any other document relating to indebtedness described in the recitals to this Amendment, including the fees and expenses of Dickinson Wright PLLC, counsel to the Agent, and AlixPartners, LLC, cxxxxxxxxx xx xxx Agent, and specifically including, without limitation, (a) the cost of any financial audit or inquiry conducted by the Agent, any Lender or their consultants, (b) the fees and expenses of counsel for the Agent or any Lender for the work performed as a result of the Borrowers' defaults or financial problems, and for the preparation, examination and approval of this Amendment or any documents in connection with this Amendment, (c) for the payment of all fees and out-of-pocket disbursements incurred by the Agent or any Lender, including attorneys' fees, in any way arising from or in connection with any action taken by the Agent or any Lender to monitor, advise, enforce or collect the obligations described in the recitals hereto or to enforce any obligations of the Borrowers or any Guarantor under this Amendment or the other documents referred to herein, including any actions to lift the automatic stay or to otherwise in any way participate in any bankruptcy, reorganization or insolvency proceeding of any Borrower or Guarantor or in any trial or appellate proceedings, and (d) any expenses or fees (including attorneys' fees) incurred in relation to or in defense of any litigation instituted by any Borrower, any Guarantor or any third party against the Agent or any Lender arising from or relating to the obligations described in the recitals hereto or this Amendment, including any so-called "lender liability" action. All of these expenses and fees (including attorneys' fees) shall be part of the Obligations owing under the Credit Agreement, and shall be secured by all of the collateral described in the Collateral Documents. In the event the Borrowers fail to pay any such fees, expenses and costs within five (5) days of being invoiced therefor, the Agent or the Lenders, as the case may be, shall be permitted to charge the accounts of any Borrower for such fees, expenses and costs, without prejudice to any other rights or remedies of the Agent or the Lenders. The rights and remedies of the Agent and the Lenders contained in this paragraph shall be in addition to, and not in lieu of, the rights and remedies contained in the Credit Agreement, the Collateral Documents and as otherwise provided by law.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Expenses; Transfer Taxes (a) Whether or not the Closing takes place, and except as otherwise specified in this Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Closing Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses.

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