Common use of Expenses; Documentary Taxes Clause in Contracts

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, and the making of the Loans including but not limited to the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Notes or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender or the Administrative Agent in respect of the foregoing, or as a result of any transaction, action or nonaction arising from the foregoing, including but not limited to the fees and disbursements of any counsel for the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower agrees that it shall indemnify the Administrative Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental Document. The obligations of the Borrower under this Section shall survive the termination of this Agreement and/or the payment of the Loans for two years.

Appears in 3 contracts

Samples: Competitive Advance and Revolving Credit Agreement (PHH Corp), Credit Agreement (PHH Corp), Credit Agreement (Cendant Corp)

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Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger Lender in connection with the syndicationnegotiation, preparation, execution, delivery delivery, waiver or modification and administration of this AgreementAgreement and any other documentation contemplated hereby, the NotesNote, and the making of the Loans including and the Collateral, but not limited to to, the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxxx & XxxxxxxxLLP, special counsel to for the Administrative AgentLender, and any other counsel or consultants that the Lender shall retain, as well as all reasonable out-of-pocket expenses and all allocated costs of in-house counsel incurred by the Lenders and the Administrative Agent Lender in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection of the its rights of the Lenders and the Administrative Agent remedies in connection with this Agreement Agreement, the Note, or the Notes or any other Fundamental DocumentDocuments (including, without limitation, in connection with any bankruptcy, reorganization or other similar proceeding), and with respect to any action which may be instituted by any Person against any the Lender or the Administrative Agent in respect of any of the foregoing, or as a result of any transaction, action or nonaction arising from any of the foregoing, including but not limited to the fees and disbursements of any counsel for the LendersLender. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower agrees that it shall indemnify the Administrative Agent and the Lenders from, Lender from and hold them it harmless against, against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental DocumentNote. The obligations of the Borrower under this Section shall survive the termination of this Agreement and/or the payment of the Loans for two yearsLoans.

Appears in 1 contract

Samples: Credit and Security Agreement (Mobile Telecommunication Technologies Corp)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Joint Lead Arranger Arrangers in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, Agreement and the making of the Loans Loans, including but not limited to the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & XxxxxxxxXxxxxxxx LLP, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout of this Agreement, or the Notes Agreement or in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Notes or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender or the Administrative Agent in respect of the foregoing, or as a result of any transaction, action or nonaction arising from the foregoing, including but not limited to the fees and disbursements of any counsel for the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower agrees that it shall indemnify the Administrative Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental Document. The obligations of the Borrower and each Subsidiary under this Section shall be joint and several obligations and shall survive the termination of this Agreement and/or the payment of the Loans for two years.

Appears in 1 contract

Samples: Credit Agreement (PHH Corp)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, and the making of the Loans including but not limited to the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Notes or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender or the Administrative Agent in respect of the foregoing, or as a result of any transaction, action or nonaction arising from the foregoing, including but not limited to the fees and disbursements of any counsel for the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower agrees that it shall indemnify the Administrative Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental Document. The obligations of the Borrower under this Section shall survive the termination of this Agreement and/or the payment of the Loans for two years.

Appears in 1 contract

Samples: Credit Agreement (Cendant Corp)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower and each Subsidiary Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Joint Lead Arranger Arrangers in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, Agreement and the making of the Loans Loans, including but not limited to the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & XxxxxxxxXxxxxxxx LLP, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout of this Agreement, or the Notes Agreement or in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Notes or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender or the Administrative Agent in respect of the foregoing, or as a result of any transaction, action or nonaction arising from the foregoing, including but not limited to the fees and disbursements of any counsel for the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower and each Subsidiary Borrower agrees that it shall indemnify the Administrative Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental Document. The obligations of the Borrower and each Subsidiary under this Section shall be joint and several obligations and shall survive the termination of this Agreement and/or the payment of the Loans for two years.

Appears in 1 contract

Samples: Day Revolving Credit Agreement (PHH Corp)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the The Borrower agrees to pay all reasonable out-of-pocket expenses (i) incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, executionexecution and delivery, delivery waiver or modification and administration of this Agreement, any other Fundamental Document or any related documents or in connection with the Notes, and performance of due diligence by the making Administrative Agent or the syndication of the Loans including but (whether or not limited to the reasonable fees transactions hereby contemplated shall be consummated), and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses (ii) incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout the making of this Agreementthe Loans hereunder, or incurred by the Notes Administrative Agent or the Banks in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Loans made or the Notes issued hereunder or any other Fundamental Document, Documents and with respect to any action which may be instituted by any Person person against any Lender the Banks or the Administrative Agent in respect of the foregoingforegoing (but not with respect to any act of gross negligence or wilful misconduct of the Administrative Agent or any Bank), or as a result of any transaction, action or nonaction arising from the foregoing, including including, but not limited to to, the fees and disbursements of any Cravath, Swaine & Moore, counsel for to the LendersAdministrative Agent. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower Thx Xxxrower agrees that it shall indemnify the Banks and the Administrative Agent and the Lenders from, from and hold them harmless against, against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or Agreement, the Notes Fundamental Documents or any other Fundamental Documentof the Notes. The obligations of the Borrower under this Section 10.04 shall survive the termination of this Agreement and the Commitments and/or the payment of the Loans for two yearsNotes.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Dentsply International Inc /De/)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the The Borrower agrees to pay all reasonable out-of-pocket expenses (i) incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, executionexecution and delivery, delivery waiver or modification and administration of this Agreement, any other Fundamental Document or any related documents or in connection with the Notes, and performance of due diligence by the making Administrative Agent or the syndication of the Loans including but (whether or not limited to the reasonable fees transactions hereby contemplated shall be consummated), and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses (ii) incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout the making of this Agreementthe Loans hereunder, or incurred by the Notes Administrative Agent or the Banks in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Loans made or the Notes issued hereunder or any other Fundamental Document, Documents and with respect to any action which may be instituted by any Person person against any Lender the Banks or the Administrative Agent in respect of the foregoingforegoing (but not with respect to any act of gross negligence or willful misconduct of the Administrative Agent or any Bank), or as a result of any transaction, action or nonaction arising from the foregoing, including including, but not D5 limited to to, the fees and disbursements of any Xxxxxxxx Xxxxxxxxx, PC, counsel for to the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demandAdministrative Agent. The Borrower agrees that it shall indemnify the Banks and the Administrative Agent and the Lenders from, from and hold them harmless against, against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or Agreement, the Notes Fundamental Documents or any other Fundamental Documentof the Notes. The obligations of the Borrower under this Section 10.04 shall survive the termination of this Agreement and the Commitments and/or the payment of the Loans for two yearsNotes.

Appears in 1 contract

Samples: And Guaranty Agreement (Dentsply International Inc /De/)

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Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, Notes and the making of the Loans Loans, including but not limited to any internally allocated audit costs, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Notes or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender or the Administrative Agent any Issuing Lender in respect of the foregoing, or as a result of any transaction, action or nonaction arising from the foregoing, including but not limited to the fees and disbursements of any counsel for the LendersLenders or any Issuing Lender. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower agrees that it shall indemnify the Administrative Agent Agent, the Lenders and the Issuing Lenders from, and hold them harmless against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental Document. The obligations of the Borrower under this Section shall survive the termination of this Agreement and/or the payment of the Loans for two yearsLoans.

Appears in 1 contract

Samples: Credit Agreement (Cendant Corp)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, Notes and the making of the Loans Loans, including but not limited to any internally allocated audit costs, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Notes or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender or the Administrative Agent in respect of the foregoing, or as a result of any transaction, action or nonaction arising from the foregoing, including but not limited to the fees and disbursements of any counsel for the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demand. The Borrower agrees that it shall indemnify the Administrative Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the Notes or any other Fundamental Document. The obligations of the Borrower under this Section shall survive the termination of this Agreement and/or the payment of the Loans for two yearsLoans.

Appears in 1 contract

Samples: Credit Agreement (Cendant Corp)

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the The Borrower agrees to pay all reasonable out-of-pocket expenses (i) incurred by the Administrative Agent and the Lead Arranger in connection with the syndication, preparation, executionexecution and delivery, delivery waiver or modification and administration of this Agreement, any other Fundamental Document or any related documents or in connection with the Notes, and performance of due diligence by the making Administrative Agent or the syndication of the Loans including but (whether or not limited to the reasonable fees transactions hereby contemplated shall be consummated), and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, as well as all reasonable out-of-pocket expenses (ii) incurred by the Lenders and the Administrative Agent in connection with any restructuring or workout the making of this Agreementthe Loans hereunder, or incurred by the Notes Administrative Agent or the Banks in connection with the enforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Loans made or the Notes issued hereunder or any other Fundamental Document, Documents and with respect to any action which may be instituted by any Person person against any Lender the Banks or the Administrative Agent in respect of the foregoingforegoing (but not with respect to any act of gross negligence or willful misconduct of the Administrative Agent or any Bank), or as a result of any transaction, action or nonaction arising from the foregoing, including including, but not limited to to, the fees and disbursements of any Xxxxxxxx Xxxxxxxxx, PC, counsel for to the Lenders. Such payments shall be made on the date of execution of this Agreement and thereafter promptly on demandAdministrative Agent. The Borrower agrees that it shall indemnify the Banks and the Administrative Agent and the Lenders from, from and hold them harmless against, against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or Agreement, the Notes Fundamental Documents or any other Fundamental Documentof the Notes. The obligations of the Borrower under this Section 10.04 shall survive the termination of this Agreement and the Commitments and/or the payment of the Loans for two yearsNotes.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Dentsply International Inc /De/)

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