Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and ...
Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. (a) The Company shall pay all reasonable costs, expenses, taxes and fees (i) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the costs and professional fees of Simpson Thacher & Bartlett, New York, New York, whether or not anx xxxxxxxxxxx xontxxxxxxxx hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Administrative Agent in connection with the administration of the Term Loans and the Loan Documents in accordance with the provisions thereof and the preparation, execution and delivery of any waiver, amendment or consent by the Banks or the Administrative Agent relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Administrative Agent; and (iii) actually incurred by the Administrative Agent or any of the Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of counsel for the Administrative Agent or the Banks.
Expenses Indemnification Etc. (a) The Company shall pay all reasonable costs, expenses, taxes and fees (i) incurred by the Agent Bank in connection with the preparation, execution and delivery of this Agreement, the Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the costs and professional fees of Alstxx & Xird, Atlanta, Georgia, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Agent Bank in connection with the administration of the Loans and the Loan Documents in accordance with the provisions thereof and the preparation, execution and delivery of any waiver, amendment or consent by the Banks, the Letter of Credit Banks or the Agent Bank relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Agent Bank; and (iii) actually incurred by the Agent Bank, the Letter of Credit Banks or any of the Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of counsel for the Agent Bank, the Letter of Credit Banks or the Banks.
Expenses Indemnification Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Administrative Agent for:
Expenses Indemnification Etc. (a) Borrower agrees, subject to Section 7 of the Commitment Letter, to pay or reimburse:
Expenses Indemnification Etc. (a) The Company shall pay: (i) all reasonable out-of-pocket expenses of the Lender, in connection with (A) the negotiation, preparation, execution and delivery of the Basic Documents and the extension of credit under this Agreement (including the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel to the Lender, and of Xxxxx Xxxxxx, Nevada counsel to the Lender, in an aggregate amount not to exceed $150,000) and (B) any modification, supplement or waiver of any of the terms of any Basic Document and (ii) all out- of-pocket expenses of the Lender (including counsels' fees and expenses) in connection with (A) any Default and any enforcement or collection proceedings (including any bankruptcy, reorganization, workout or other similar proceeding) resulting from that Default or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Company under the Basic Documents and (B) the enforcement of this Section 9.02.
Expenses Indemnification Etc. The Borrower --------------------------------- agrees (a) to pay or reimburse the Agent and the Banks on demand for their reasonable out-of-pocket costs and expenses (including without limitation the reasonable fees and expenses of counsel to the Banks, and other counsel to the Agent and the Banks), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder, and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement or any of the other Credit Documents, (b) to pay or reimburse the Agent and the Banks for all reasonable out-of-pocket costs and expenses of the Agent and the Banks (including reasonable counsels' fees and expenses) in connection with the enforcement of this Agreement and any of the other Credit Documents, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, any of the Notes, or any of the other Credit Documents and (c) to pay filing and recording fees relating to, and taxes, title insurance premiums and other charges incurred in connection with, perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documents. The Borrower hereby indemnifies the Agent and each Bank and their respective directors, officers, employees, agents and Affiliates (each of which is sometimes referred to herein as an "Indemnified Party") and ----------------- agrees to hold each Indemnified Party harmless against, any and all losses, claims, damages, liabilities or actions or other proceedings commenced or threatened in respect thereof, and all reasonable expenses (including but not limited to expenses that appear on any service charge schedule maintained from time to time by the Agent or any Bank) that arise out of or in any way relate to or result from the making of Loans hereunder or the other transactions contemplated hereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such Indemnified Party is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party or in any action in which the Borrower is the prevailing party against such Indemnified Party. Neither the Agent nor...
Expenses Indemnification Etc. (a) Partnership shall indemnify Lender for all reasonable costs, expenses, and charges (including, without limitation, reasonable fees and charges of legal counsel for Lender) incurred by Lender in connection with the enforcement of this Agreement, the Note or the other Loan Documents resulting from Partnership's breach thereof.
