Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 6 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

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Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Collateral Agent and their respective Affiliatesthe Arrangers, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative AgentAgents (within 30 days of a written demand therefor, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionstogether with backup documentation supporting such reimbursement request), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not but, limited, in the transactions contemplated hereby or thereby shall be consummated)case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and Lead Arrangers, and, if necessary, of one local counsel in any relevant jurisdiction) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank the Administrative Agent and the Lenders (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the issuance, amendment, renewal or extension enforcement of any Letter rights or remedies under this Agreement or the other Loan Documents (but, limited, in the case of Credit or any demand for payment thereunder legal fees and (iii) all expenses, to the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, disbursements and other charges and disbursements of counsel (limited to one counsel to the Administrative Agent, the Issuing Banks Agent and the Lenders, Lenders taken as a whole, and, if reasonably necessary, of one additional local counsel to the Administrative Agent and the Lenders taken as a whole in each any relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, and one additional counsel in each relevant jurisdiction to for each group of similarly situated Personsparties in the event of a conflict of interest). If any Loan Party fails to pay when due any costs, in connection with the enforcement expenses or protection of its rights in connection with the other amounts payable by it hereunder or under any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect amount may be paid on behalf of such Loans or Letters Loan Party by the Administrative Agent in its discretion. For the avoidance of Creditdoubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.03(a) include any Issuing Bank and any Swingline Lender.

Appears in 5 contracts

Samples: First Lien Credit Agreement (Select Medical Corp), First Lien Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, any Arranger Syndication Agent, Arrangers and their respective Affiliates, including including, without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary firm of counsel for the Administrative Agent, the Arrangers Syndication Agent and their respective AffiliatesArrangers, andtaken as a whole, (and if reasonably necessarynecessary (as determined by the Administrative Agent in consultation with the Borrower), one additional of a single regulatory counsel and a single local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), appropriate jurisdiction) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the any other Loan Documents Document or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any ArrangerSyndication Agent, any Issuing Bank Arrangers or any Lender, including including, without limitation, the fees, disbursements and other charges and disbursements of one firm of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and the LendersArrangers, taken as a whole, and, (and if reasonably necessarynecessary (as determined by the Administrative Agent in consultation with the Borrower), one additional of a single regulatory counsel and a single local counsel in each relevant material appropriate jurisdiction and, and in the case of an actual or perceived potential conflict of interestinterest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional of another firm of counsel in each relevant jurisdiction to each group of similarly situated Personsfor such affected person), in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Zynga Inc), Revolving Credit Agreement (Zynga Inc), Revolving Credit Agreement (Twitter, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Arrangers and the Administrative Agent, the Arrangers and their respective Affiliates, collectively (and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and one specialty counsel acting in multiple jurisdictionsregulatory counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of a single counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant material jurisdiction andapplicable jurisdiction, regulatory counsel and one additional counsel for each party in the case event of an actual or perceived a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Mylan N.V.), Revolving Credit Agreement (Upjohn Inc), Credit Agreement (Mylan N.V.)

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such persons taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and related documentation, including in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated, but only to the extent such amendments, modifications or waivers were requested by the Borrower Representative to be prepared) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers, the Swingline Lender, the Issuing Banks or the Lenders and each of their respective AffiliatesAffiliates (but limited, including in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, all such persons taken as a whole and, if reasonably necessary, of one additional local counsel in each any relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenderssuch persons, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), ) in connection with the enforcement enforcement, collection or protection of its each of their rights in connection with the Loan Documents, including its each of their rights under this Section, or in connection with the Loans made or and/or Letters of Credit issued hereunder. Other than to the extent required to be paid on the Closing Date, including all amounts due under this paragraph (a) shall be payable by the Borrowers within 30 days of written demand therefor together with backup documentation supporting such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditreimbursement requests.

Appears in 4 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals LTD), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including limited, in the case of legal expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Administrative Agent, the Arrangers and their respective Affiliates, the Administrative Agent (and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and one specialty counsel acting in multiple jurisdictionsregulatory counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsand regulatory counsel), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Delphi Technologies PLC), Credit Agreement (Delphi Technologies PLC), Credit Agreement (Delphi Automotive PLC)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Closing Date occurs, (i) upon presentation of a summary statement, all reasonable and documented or invoiced out-of-pocket fees and expenses incurred by the Administrative Agent, any Arranger Agents and their respective Affiliates, including Affiliates (without duplication) (provided that (a) legal fees will be limited to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agentx) Xxxxxx & Xxxxxxx LLP, the Arrangers and their respective Affiliates, and, (y) if reasonably necessary, one additional of a single firm of local counsel to the Agents, taken as a whole, in each relevant material jurisdiction and one specialty (which may include a single firm of special counsel acting in multiple jurisdictions) and (z) such other counsel retained with the Borrower’s prior written consent) and (b) in the case of any other advisors or consultants, such expense reimbursement obligations shall be limited solely to advisors or consultants approved by the Borrower (such approval not to be unreasonably withheld or delayed)), in each case for the Agents in connection with the structuring, arrangement and or syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and or administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented or invoiced out-of-pocket fees and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel subject to the Administrative Agentlimitations contained in clause (i) of this Section 9.03(a), the Issuing Banks and the Lendersas applicable, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction andbut including, in the case of an any actual or perceived conflict of interest, one additional counsel, and, if necessary, one additional local counsel in each relevant material jurisdiction for all such affected Indemnified Persons, taken as a whole) incurred by the Administrative Agent, each Issuing Bank or any Lender (other than a Disqualified Person), including (subject to each group the foregoing limitations) the fees, charges and disbursements of similarly situated Persons)counsel for the Administrative Agent, the Lead Arrangers, the Issuing Banks and the Lenders, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Lead Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (limited to and one primary local counsel in each relevant jurisdiction for the Administrative AgentAgent and Lead Arranger (and, solely in the Arrangers and their respective Affiliatescase of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, (x) one additional firm of local counsel in each relevant material jurisdiction and one specialty (y) any special or regulatory counsel) and any other counsel acting in multiple jurisdictionsretained with the Borrower’s consent, such consent not to be unreasonably withheld or delayed), in connection with the structuring, arrangement syndication and syndication of distribution (including via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any ArrangerSwingline Lenders, any Issuing Bank or any Lender, including the fees, charges and disbursements of any outside counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Swingline Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual any Issuing Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Appears in 3 contracts

Samples: Credit Agreement (Align Technology Inc), Credit Agreement (Flywire Corp), Credit Agreement (Align Technology Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective AffiliatesAffiliates (without duplication), and, if including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one additional local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, any ArrangerIssuing Bank, any Issuing Bank Lender or any LenderArranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 3 contracts

Samples: Zimvie Credit Agreement (ZimVie Inc.), Credit Agreement (Arconic Inc.), Credit Agreement (Arconic Rolled Products Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay all (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliates, its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), ) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of one primary counsel (limited to and one local counsel to in each specialty or relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, and in the case of an actual or perceived conflict of interest, one or more additional counsel in each relevant jurisdiction to of the applicable type for each group of Lenders similarly situated Persons)situated, taken as a whole) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 3 contracts

Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel (limited to one primary counsel and other outside consultants for the Administrative Agent, the Arrangers reasonable travel, photocopy, mailing, courier, telephone and their respective Affiliatesother similar expenses, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)the cost of environmental audits and surveys and appraisals, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided, however, that in the case of legal fees and expenses, such payment or reimbursement shall be limited to the reasonable fees and expenses of one counsel to the Administrative Agent (and, if reasonably necessary, to one local counsel in any relevant jurisdiction to the Administrative Agent), (ii) all reasonable and documented out-of-pocket expenses costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent or any Issuing Bank Lender in connection with the issuanceany filing, amendmentregistration, renewal recording or extension perfection of any Letter of Credit security interest contemplated by this Agreement or any demand for payment thereunder Security Instrument or any other document referred to therein, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, Agent (and, if reasonably necessary, to one additional local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each any relevant jurisdiction to each group of similarly situated Personsthe Administrative Agent), in connection with the enforcement or protection of its rights or remedies in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of CreditLoans.

Appears in 3 contracts

Samples: Credit Agreement (Atlas Energy Group, LLC), Intercreditor Agreement (Atlas Energy Group, LLC), Credit Agreement (Atlas Energy Group, LLC)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Lead Arrangers and each of their respective Affiliates, including limited, in the case of fees, disbursements and charges of counsel, to the reasonable and documented out-of-pocket fees, charges and disbursements of one law firm acting as primary counsel (limited to one primary and any additional special counsel for the Administrative AgentAgent and the Lead Arrangers, taken as a whole, and a single local counsel for the Arrangers Administrative Agent and their respective Affiliatesthe Lead Arrangers, andtaken as a whole, if reasonably necessary, one additional counsel in each relevant jurisdiction material jurisdiction and one specialty to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the negotiation, preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, or any waiveramendments, amendments supplements, modifications or modifications waivers of the provisions hereof or thereof (in each case, whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the reasonable and documented fees, charges and disbursements of one law firm acting as primary counsel (limited to one and any additional special counsel to for the Administrative Agent, the Issuing Banks Agent and the Lenders, Lenders taken as a whole, and, if reasonably necessary, one additional a single local counsel acting as counsel for the Administrative Agent and the Lenders taken as a whole in each relevant jurisdiction material jurisdiction to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions) and, solely in the case event of an actual or perceived a conflict of interest, whether actual or potential, the reasonable and documented fees, disbursements and other charges of one additional counsel for each Lender subject to such conflict and, to the extent necessary, one local counsel and/or special counsel for each Lender subject to such conflict in each relevant jurisdiction material to the interests of each group of similarly situated Persons)such Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (iii) any charges of IntraLinks/IntraAgency or Letters of Creditother relevant website or CUSIP charges.

Appears in 3 contracts

Samples: Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary external counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that, for purposes of this clause (iii), the Borrower shall only be required to pay the fees, disbursements and other charges of one primary external counsel for the Administrative Agent and all Lenders and, if reasonably necessary, a single local counsel for the Administrative Agent and all Lenders in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest between the Administrative Agent and the Lenders where the Lenders affected by such conflict inform the Borrower of such conflict, one additional primary external counsel and one additional local counsel in each relevant jurisdiction to each group of similarly situated affected Lenders).

Appears in 3 contracts

Samples: Credit Agreement (Quality Systems, Inc), Credit Agreement (Quality Systems, Inc), Credit Agreement (Nextgen Healthcare, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) pay all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Arrangers, limited, in the case of legal fees, to the reasonable and documented fees, charges and disbursement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and one local counsel as reasonably necessary in any Arranger jurisdiction relevant to the interests of the Lenders taken as a whole (and their respective Affiliatesin the case of an actual or perceived conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant jurisdiction to the affected Indemnitees similarly situated), including the reasonable travel, photocopy, mailing, courier, telephone and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)other similar expenses, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by any Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) thereunder, all reasonable and documented out-of-pocket expenses incurred by any Agent or the Administrative Agent, any Arranger, any Issuing Bank or or, during the continuance of any Event of Default, by any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to the Administrative for any Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 3 contracts

Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel and, if reasonably necessary, one special and one local counsel in each appropriate jurisdiction for the Administrative Agent and such Affiliates (in each case, excluding allocated costs of in-house counsel), in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or, after the occurrence and during the continuance of any Event of Default, any Arranger and their respective AffiliatesLender, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (but limited to one counsel for the Administrative Agent, the Collateral Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or Letters perceived conflict of Creditinterest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Person and, if necessary, one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-house counsel)).

Appears in 2 contracts

Samples: Credit Agreement (Xperi Holding Corp), Credit Agreement (Xperi Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay or promptly reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger and their respective AffiliatesAffiliates (limited, including in the case of legal costs, to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Agent and their respective Affiliates, and, if Lead Arranger collectively (including one reasonably necessary, one additional necessary local counsel in each relevant material jurisdiction for the Administrative Agent and one specialty counsel acting in multiple jurisdictionsLead Arranger collectively)), in connection with the structuringsyndication, arrangement and syndication of distribution (including, without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing through an Electronic System or replacingApproved Electronic Platform), in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) of the credit facilities provided for herein, (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any LenderLender (limited in the case of legal costs, including to the reasonable and documented fees, disbursements and other charges and disbursements a of counsel (limited to one primary counsel to all such persons, collectively, one reasonably necessary local counsel in each material jurisdiction, to all such persons, collectively, and additional counsel in each relevant jurisdiction (to be shared by similarly situated persons) in light of conflicts of interest for the Administrative Agent, the Issuing Banks and Bank or any Lender) during the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case existence of an actual or perceived conflict Event of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)Default, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during the existence of an Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Clear Secure, Inc.), Credit Agreement (Clear Secure, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (which shall be limited, any Arranger in the case of legal fees and their respective Affiliatesexpenses, including to the reasonable and documented out-of-pocket fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and disbursements a single firm of local counsel (limited to one primary counsel in each applicable jurisdiction, for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel Lender (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction andwhich shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than a single firm of outside counsel, and a single firm of local counsel in each applicable jurisdiction, for all of the other Lenders and, in the event of an actual or reasonably perceived conflict of interestinterest (as reasonably determined by the Administrative Agent or applicable Lender), one additional firm of counsel in each relevant jurisdiction to for each group of similarly situated Persons), affected persons) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including expenses incurred in connection with due diligence, syndication and travel and the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative AgentCravath, the Arrangers and their respective Affiliates, Swaine & Xxxxx LLP and, if reasonably necessary, one additional of a single firm of local counsel in each relevant material foreign jurisdiction and one specialty (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter and the Fee Letters, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of a single firm of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, foregoing and, if reasonably necessary, one additional of a single firm of local counsel in each relevant material foreign jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing and, in the case of an actual or perceived conflict of interestinterest where any such Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional of another firm of counsel for such affected Person (and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction to each group (which may be include a single firm of similarly situated Personsspecial counsel acting in multiple jurisdictions) for such affected Person), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Netscout Systems Inc), Agreement (Netscout Systems Inc)

Expenses Indemnity Damage Waiver. (a) The Each of Holdings and the Lead Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent and the Arrangers, taken as a whole, and, if reasonably necessary, one local counsel to the Administrative Agent and the Arrangers, taken as a whole, in each appropriate jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Persons, taken as a whole, in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)case, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the any other Loan Documents Document or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Swingline Lender, any Issuing Bank or any Lenderand the Lenders, including including, without limitation, the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and all the Lenders, taken as a whole, and, if reasonably necessaryrequired, one additional local counsel to all such Persons as necessary in each relevant material appropriate jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel for the affected Persons, taken as a whole, in each relevant jurisdiction to each group of similarly situated Persons)case, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit if a Default has occurred and is continuing.

Appears in 2 contracts

Samples: Intercreditor Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including including, without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary firm of counsel for the Administrative AgentAgent and each Arranger, the Arrangers taken as a whole, (and their respective Affiliates, and, if reasonably necessarynecessary (as determined by the Administrative Agent in consultation with the Borrower), one additional of a single regulatory counsel and a single local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), appropriate jurisdiction) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the any other Loan Documents Document or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any each Arranger, any Issuing Bank or any Lender, including including, without limitation, the fees, disbursements and other charges and disbursements of one firm of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and the Lenderseach Arranger, taken as a whole, and, whole (and if reasonably necessarynecessary (as determined by the Administrative Agent in consultation with the Borrower), one additional of a single regulatory counsel and a single local counsel in each relevant material appropriate jurisdiction and, and in the case of an actual or perceived potential conflict of interestinterest where the Administrative Agent or any Arranger informs the Borrower of such conflict and thereafter retains its own counsel, one additional of another firm of counsel in each relevant jurisdiction to each group of similarly situated Personsfor such affected person), in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Square, Inc.)

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers, the Syndication Agents and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary firm of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, foregoing (and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction and one specialty (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments amendment or modifications modification of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of one firm of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lendersforegoing, taken as a whole, whole (and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing) and, in the case of an actual or perceived conflict of interestinterest where any such Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person (and, if reasonably necessary, one additional firm of local counsel in each relevant jurisdiction to each group (which may include a single firm of similarly situated Personsspecial counsel acting in multiple jurisdictions) for such affected Person), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Arranger and their respective Affiliates, including including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel and other outside consultants for the Administrative Agent, the Arrangers reasonable travel, photocopy, mailing, courier, telephone and their respective Affiliatesother similar expenses, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)the cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), it being understood that the Arranger and the Administrative Agent (and their Affiliates) shall be limited to a single primary counsel and no more than one local counsel in each jurisdiction in which a Credit Party or collateral is located, (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any LenderAgent (and its Affiliates) and the Lenders, including the fees, charges and disbursements of counsel, it being understood that collectively, the Administrative Agent (and its Affiliates) and the Lenders shall be limited to a single primary counsel (limited to one counsel to unless there is a conflict of interest among the Administrative Agent, the Issuing Banks Agent and the Lenders, taken as defenses or claims exist with respect the Administrative Agent or a whole, and, if reasonably necessary, Lender that are not available to either the Administrative Agent or other Lender or the Borrower otherwise agrees in writing) and no more than one additional local counsel in each relevant material jurisdiction and, in the case of an actual which a Credit Party or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)collateral is located or a remedy pursued, in connection with the enforcement or protection of its and the Lenders’ rights in connection with the this Agreement or any other Loan Documents, including its rights under this Section, Document or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Whiting Petroleum Corp), Credit Agreement (Whiting Petroleum Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not successful) and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or Letters reasonably perceived conflict of Creditinterest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including limited, in the case of legal expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Administrative Agent, the Arrangers and their respective Affiliates, the Administrative Agent (and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and one specialty counsel acting in multiple jurisdictionsregulatory counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsand regulatory counsel), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Appears in 2 contracts

Samples: Credit Agreement (Delphi Automotive PLC), Pledge and Security Agreement (Delphi Automotive PLC)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Arranger and their respective Affiliates, including limited, in the case of legal expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Arranger and the Administrative Agent, the Arrangers and their respective Affiliates, Agent (and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and one specialty counsel acting in multiple jurisdictionsregulatory counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Agents and another single counsel for all other Lenders (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsand regulatory counsel), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Appears in 2 contracts

Samples: Credit Agreement (Crown Media Holdings Inc), Credit Agreement (Crown Media Holdings Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall payExcept as otherwise provided in this Agreement, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)the Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (in each case limited to one primary law firm and one law firm in each relevant jurisdiction, except in the case of actual or perceived conflicts of interest, in which case, such additional counsel for the affected persons) for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (in each case limited to one primary law firm and one law firm in each relevant jurisdiction, except in the case of actual or perceived conflicts of interest, in which case, such additional counsel to for the affected persons) for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.Credit (in each case limited to one primary law firm and one law firm in each relevant jurisdiction, except in the case of actual or perceived conflicts of interest, in which case, such additional counsel for the affected persons). Such reasonable and documented out-of-pocket expenses being reimbursed by the Loan Parties under this Section may include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 2 contracts

Samples: Credit Agreement (American Eagle Outfitters Inc), Credit Agreement (American Eagle Outfitters Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of a single U.S. counsel, a single local counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, in Bermuda and, if reasonably necessary, one additional a single local counsel in each other relevant material jurisdiction and one specialty (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Agents, the Arrangers and their Affiliates taken as a whole, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein herein, including the preparation, execution and any credit or similar facility refinancing or replacing, in whole or in part, any delivery of the credit facilities provided for hereinCommitment Letter and the Fee Letters, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Arranger or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (but limited to a single U.S. counsel, a single local counsel in Bermuda and, if reasonably necessary, a single local counsel in each other relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Agents, the Arrangers and the Lenders, taken as a whole and, in the case of an actual or Letters perceived conflict of Creditinterest, where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of U.S. counsel, another firm of Bermuda counsel and, if reasonably necessary, one local counsel in each other relevant jurisdiction (which may include a single local counsel acting in multiple jurisdictions) for each such affected Person).

Appears in 2 contracts

Samples: Credit Agreement (Marvell Technology Group LTD), Credit Agreement (Marvell Technology Group LTD)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliatesits Affiliates and the Lead Arrangers, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) or in connection with an Incremental Assumption Agreement and the transactions contemplated thereby, but limited in the case of fees and expenses of counsel to reasonable fees, disbursements and other charges of a single counsel to the Administrative Agent and the Lead Arrangers, and, if reasonable necessary, of a single local counsel to the Administrative Agent and the Lead Arrangers in such relevant jurisdiction, which may be a single local counsel acting in multiple jurisdictions and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any LenderLender or Lead Arranger, including the fees, charges and disbursements of any counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual for any Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender or Lead Arranger, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, but limited in the case of fees and expenses of counsel to reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and one counsel to the Lenders taken as whole and, if reasonably necessary, of a single local counsel to the Administrative Agent and a single local counsel to the Lenders in each relevant jurisdiction, which may be a single local counsel acting in multiple jurisdictions and, in the case of an actual or Letters potential conflict of Creditinterest, one additional counsel to the affected persons.

Appears in 2 contracts

Samples: Credit Agreement (E TRADE FINANCIAL Corp), Credit Agreement (E TRADE FINANCIAL Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all legal, printing, recording, syndication, travel, advertising and other reasonable and documented substantiated out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliatesthe Arrangers, including the reasonable and documented out-of-pocket substantiated fees, charges and disbursements of one (1) outside counsel (limited to one primary and applicable local counsel for the Administrative Agent, Agent and the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)Arrangers, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents and each other document or instrument relevant to this Agreement or the Loan Documents and any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) the filing, recording, refiling or rerecording of the Mortgages, the Guaranty and Collateral Agreements and any other Security Instruments and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of the Mortgages, the Guaranty and Collateral Agreements and any other Security Instruments, and (iv) all reasonable 103 and documented substantiated out-of-pocket expenses incurred by the Administrative AgentAgents, any Arranger, any Issuing Bank L/C Issuer or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative AgentAgents, the Issuing Banks and the LendersL/C Issuer or any Lender, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), incurred in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and substantiated out-of-pocket expenses reasonably incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Quicksilver Gas Services LP), Credit Agreement (Quicksilver Gas Services LP)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or Letters reasonably perceived conflict of Creditinterest, one additional counsel per affected party.

Appears in 2 contracts

Samples: Credit Agreement (NorthStar Asset Management Group Inc.), Term Loan Credit Agreement (NorthStar Asset Management Group Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger the Lead Arrangers, each Issuing Bank, the Swingline Lender, the Lenders and their respective AffiliatesAffiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to one primary counsel exclusive of any reasonably necessary special counsel) for the Administrative Agent, the Arrangers and their respective Affiliates, Agent and, if in the case of an actual or reasonably necessaryperceived conflict of interest, one additional counsel in each relevant material jurisdiction per affected party, and one specialty any other counsel acting in multiple jurisdictionsretained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Appears in 2 contracts

Samples: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses actually incurred by the Administrative Agent, any Arranger Agents and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), Affiliates in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, for the purposes of this clause (i), the Borrower shall only be required to pay the actual reasonable and documented fees, charges and disbursements of one primary external counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Agents and their Affiliates, taken as a whole, (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (limited to one counsel to the Administrative for any Agent, the any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that, for purposes of this clause (iii), the Borrower shall only be required to pay the fees, disbursements and other charges of one primary external counsel for the Agents, all Issuing Banks and all Lenders, taken as a whole, and, if reasonably necessary, a single local counsel for the Agents, all Issuing Banks and all Lenders, taken as a whole, in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest among the Agents, the Issuing Banks and the Lenders where the Persons affected by such conflict inform the Borrower of such conflict, one additional primary external counsel and one additional local counsel in each relevant jurisdiction to each group of similarly situated affected Persons, taken as a whole.

Appears in 2 contracts

Samples: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay all (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliates, its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), ) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of one primary counsel (limited to and one local counsel to in each specialty or relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, and in the case of an actual or perceived conflict of interest, one or more additional counsel in each relevant jurisdiction to of the applicable type for each group of Lenders similarly situated Persons)situated, taken as a whole) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan 111 Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary firm of outside counsel for the Administrative AgentAgent and the Arrangers, the Arrangers and their respective Affiliatestaken as a whole, in each relevant jurisdiction and, if reasonably necessary, one additional of a single local and regulatory counsel for the Administrative Agent and the Arrangers, taken as a whole, in each relevant material jurisdiction and one specialty (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict notifies the other of the existence of such conflict and thereafter retains its own counsel, those of one additional firm of counsel for each such affected party and all other parties similarly situated)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all including the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsany Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Credit Documents, including its rights under this SectionSection 10.1, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, and (iii) any civil penalty or Letters fine assessed by OFAC against, and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of Creditconduct of the Borrower that violates a sanction enforced by OFAC.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Intercontinental Exchange, Inc.), Credit Agreement (Intercontinental Exchange, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Lead Arrangers, the Documentation Agents, the Syndication Agent and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel (limited to and one primary local counsel in each relevant jurisdiction for the Administrative AgentAgent and Lead Arrangers (and, solely in the Arrangers and their respective Affiliatescase of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction jurisdiction) and one specialty any other counsel acting in multiple jurisdictionsretained with the Borrower’s consent), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of one outside counsel (limited to and one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant material jurisdiction for all of the foregoing (and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction to each group of similarly situated Personsjurisdiction)), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Appears in 2 contracts

Samples: Credit Agreement (Integral Ad Science Holding Corp.), Credit Agreement (Integral Ad Science Holding Corp.)

Expenses Indemnity Damage Waiver. (a) The U.S. Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective AffiliatesAffiliates (limited, including in the case of legal expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Administrative Agent, the Arrangers and the Administrative Agent and their respective Affiliates, Affiliates (and, if reasonably necessary, one additional local counsel in each relevant material applicable jurisdiction and one specialty counsel acting in multiple jurisdictionsany reasonably necessary regulatory counsel)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any LenderLender (limited, including in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant material jurisdiction andapplicable jurisdiction, in the case of an actual or perceived conflict of interest, any reasonably necessary regulatory counsel and one additional counsel in each relevant jurisdiction to for each group of similarly situated Personsaffected Persons in the event of a conflict of interest)), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Credit Agreement (CONDUENT Inc), Credit Agreement (CONDUENT Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks or SyndTrak) of the Credit Facility, the preparation, execution, delivery and administration of the Loan Documents and related documentation, including in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated, but only to the extent such amendments, modifications or waivers were requested by the Borrower to be prepared) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger each Arranger, the Issuing Banks or the Lenders and each of their respective AffiliatesAffiliates (but limited, including in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, all such Persons taken as a whole and, if reasonably necessarysolely in the case of an actual or potential conflict of interest, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) to all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lendersaffected Persons, taken as a whole, and, if reasonably necessary, one additional local counsel in each any relevant material jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or perceived potential conflict of interest, one additional local counsel in each relevant jurisdiction to each group of similarly situated all affected Persons), taken as a whole) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or and/or Letters of Credit issued hereunder. Other than to the extent required to be paid on the Closing Date, including all amounts due under this paragraph (a) shall be payable by the Borrower within 30 days of receipt of an invoice relating thereto, setting forth such out-of-pocket expenses incurred during any workout, restructuring in reasonable detail and together with backup documentation supporting such reimbursement requests (or negotiations in respect of such Loans or Letters of Creditas otherwise agreed by the Borrower).

Appears in 2 contracts

Samples: First Lien Credit Agreement (Post Holdings, Inc.), Intercreditor Agreement (Post Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, andincluding the reasonable and documented fees, if reasonably necessary, charges and disbursements of one additional primary counsel and one firm of local counsel in each relevant material jurisdiction as the Administrative Agent shall deem advisable in connection with the creation and one specialty counsel acting perfection of the security interests in multiple jurisdictions)the Collateral provided under the Loan Documents, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-ofout‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Arrangers, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that expenses set forth in this clause (iii) shall be limited to (A) one counsel to the Administrative Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction and applicable special regulatory counsel, (C) additional counsel retained with the Company's consent (such consent not to be unreasonably withheld or delayed) and (D) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, one additional counsel for each party subject to such conflict.

Appears in 2 contracts

Samples: Credit Agreement (Minerals Technologies Inc), Credit Agreement (Minerals Technologies Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional special and one local counsel in each relevant material jurisdiction for the Administrative Agent and one specialty counsel acting such Affiliates (in multiple jurisdictionseach case, excluding allocated costs of in-house counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as due diligence undertaken by the preparationAdministrative Agent with respect to the financing contemplated by this Agreement, negotiation, execution, delivery the preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuanceAdministrative Agent or, amendment, renewal or extension after the occurrence and during the continuance of any Letter Event of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentDefault, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (but limited to one counsel for the Administrative Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or Letters perceived conflict of Creditinterest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Person and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-house counsel)).

Appears in 2 contracts

Samples: Credit Agreement (Cavium, Inc.), Credit Agreement (Cavium, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket and documented expenses incurred by the Administrative Agent, any Arranger the Joint Lead Arrangers/Joint Bookrunners, the Sustainable Agent, and their respective Affiliates, including the reasonable and documented out-of-pocket and documented fees, charges and disbursements of counsel (limited to one primary outside counsel for the Administrative Agent, the Arrangers Joint Lead Arrangers/Joint Bookrunners, the Sustainable Agent, and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)taken as a whole, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), due diligence expenses and all printing, reproduction, document delivery, travel, Electronic System, and communication costs, (ii) all reasonable and documented out-of-pocket and documented expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket and documented expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender (but in each case limited to the fees, disbursements and other charges of one counsel to the Administrative AgentAgent and the Lenders, taken as a whole and, if reasonably necessary, one additional local counsel for the Issuing Banks Administrative Agent and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction andjurisdiction, and in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one additional local counsel in each relevant jurisdiction jurisdiction) to each group of the affected Lender or Lenders similarly situated Personsand taken as a whole), during the existence of an Event of Default and in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket and documented expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.), Revolving Credit and Term Loan Agreement (Invitation Homes Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, any Arranger the Lead Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)Agents, in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as IntraLinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (limited to one counsel to other than in-house counsel) for the Administrative Agent, the Collateral Agent, any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing, in no event shall Holdings or the Borrowers be required to reimburse the Lenders for more than one counsel to the Agents and the Lenders taken as a whole (and up to one local counsel in each applicable jurisdiction and regulatory counsel, and solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole); provided, that same shall be limited to (A) one counsel to the Administrative Agent, the Collateral Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction and applicable special regulatory counsel and (C) if representation of the Administrative Agent, the Collateral Agent and/or all Lenders in such matter by a single counsel would be inappropriate as determined by the Administrative Agent, the Collateral Agent and/or all Lenders due to the existence of an actual or potential conflict of interest, one additional counsel for the Administrative Agent, the Collateral Agent and for each Lender subject to such conflict.

Appears in 2 contracts

Samples: Credit Agreement (Icon PLC), Credit Agreement (PRA Health Sciences, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall payLoan Parties shall, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.; provided, that to the extent that the costs and expenses referred to in this Section 9.03(a) consist of fees, costs and expenses of counsel, the Borrower shall be obligated to pay such fees, costs and expenses for only one counsel to Administrative Agent and for only one counsel acting for all Lenders (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Lender(s)) and only one firm of local counsel for Administrative Agent and only one firm of local counsel for Lenders, in each case, as reasonably necessary in each relevant jurisdiction. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 2 contracts

Samples: Credit Agreement (Unisys Corp), Credit Agreement (Unisys Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs, (i) all reasonable and documented out-of-or invoiced out of pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates (without duplication), any Arranger the Lead Arrangers, the Swingline Lender and their respective Affiliates, each Issuing Bank including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Lead Arrangers, the Swingline Lender and their respective Affiliateseach Issuing Bank and to the extent reasonably deemed necessary by the Administrative Agent, one local counsel in each relevant jurisdiction and, if in the case of any conflict of interest (as reasonably necessarydetermined by the Administrative Agent, Issuing Bank, Swingline Lender or Lead Arrangers subject to such conflict), one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsto each group of affected persons similarly situated taken as a whole), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented out-or invoiced out of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Lead Arrangers, any each Issuing Bank or any Bank, the Swingline Lender and each Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and Banks, the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), Swingline Lender and the Lead Arrangers in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 2 contracts

Samples: Credit Agreement (Amplify Snack Brands, INC), Collateral Agreement (TA Holdings 1, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger the Syndication Agent, the Joint Bookrunners, the Amendment No. 3 Joint Bookrunners and their respective AffiliatesAffiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one primary additional counsel per affected party, in each case for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 2 contracts

Samples: First Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Administrative Agent, the Arrangers and their respective Affiliates, Agent (and, if reasonably necessary, one additional a single local counsel and a single regulatory counsel for the Administrative Agent and its Affiliates, in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), jurisdiction) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentLenders and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Lenders, which shall be, initially, Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (and, if reasonably necessary, a single local counsel and a single regulatory counsel for the Lenders, taken as a whole, in each relevant jurisdiction) and professionals and other advisors of the Lenders, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the negotiation and documentation of the transactions contemplated with the Borrower or any of its Subsidiaries prior to or after the Effective Date, and the negotiation, preparation and administration of the Loan Documents and transactions related to or contemplated by this Agreement (including, without limitation, any Arrangerintercreditor matters), and any Issuing Bank amendments, modifications or waivers of the provisions of the Loan Documents (in each case, whether or not the transactions contemplated hereby or thereby shall be consummated) and (iii) out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to any counsel, professionals and other advisors for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Loans. Subject to the provisions of Credit.this Agreement, out-of-pocket expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 2 contracts

Samples: Assignment and Assumption (F45 Training Holdings Inc.), Subordinated Credit Agreement (F45 Training Holdings Inc.)

Expenses Indemnity Damage Waiver. (a0) The Borrower shall payLoan Parties shall, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)jointly and severally, pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessarycounsel, one additional local counsel in each relevant material jurisdiction and reasonably necessary jurisdiction, one specialty counsel acting in multiple jurisdictionseach reasonably necessary specialty area, and one or more additional counsel if one or more actual conflicts of interest arise), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessaryBank or any Lender (limited to one primary counsel, one additional local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interestreasonably necessary jurisdiction, one additional specialty counsel in each relevant jurisdiction to each group reasonably necessary specialty area, and one or more additional counsel if one or more actual conflicts of similarly situated Personsinterest arise), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 2 contracts

Samples: Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)

Expenses Indemnity Damage Waiver. (a) The If the Closing Date occurs, the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger the Collateral Agent, the Arrangers and their respective AffiliatesAffiliates (in the case of legal fees, including limited to the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Administrative Agent, the Collateral Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (in the case of legal fees, limited to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and its Affiliates and, if reasonably necessary, of a single local counsel to the Administrative Agent and its Affiliates in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions), in connection with the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiiv) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank Banks or any LenderLender (in the case of legal fees, including limited to the reasonable and documented fees, charges and disbursements of a single primary counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken along with such specialist counsel as may reasonably be required by the Administrative Agent, the Issuing Banks or the Required Lenders, and of a whole, and, if reasonably necessary, one additional single firm of local counsel in each relevant material jurisdiction (and, in the case event of an actual or perceived a conflict of interestinterest (as reasonably determined by the applicable Administrative Agent, Issuing Bank or Lender), one additional firm of counsel in each relevant jurisdiction to each group of similarly situated Personsaffected parties)), in connection with the enforcement or protection of its their respective rights in connection with the Loan Documents, including its their respective rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to any Taxes other than Taxes that are costs or expenses associated with a non-Tax cost or expense (e.g. sales Tax).

Appears in 2 contracts

Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary a single counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)Affiliates , in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and its Affiliates and, if reasonably necessary, of a single local counsel to the Administrative Agent and its Affiliates in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions, in connection with the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiiv) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any Lender, including the fees, charges and disbursements of a single primary counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Bank or any Lender, along with such specialist counsel as may reasonably be required by the Administrative Agent, the Issuing Bank or any Lender, and the Lenders, taken as of a whole, and, if reasonably necessary, one additional single firm of local counsel in each relevant material jurisdiction (and, in the case event of an actual or perceived a conflict of interestinterest (as reasonably determined by the applicable Administrative Agent, Issuing Bank or Lender), one additional firm of counsel in each relevant jurisdiction to each group of similarly situated Personsaffected parties), in connection with the enforcement or protection of its their respective rights in connection with the Loan Documents, including its their respective rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to any Indemnified Taxes or Other Taxes indemnified under Section 2.15 or any Excluded Taxes.

Appears in 1 contract

Samples: Credit Agreement (Nasdaq Omx Group, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any the Lead Arranger and their respective AffiliatesAffiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to one primary counsel exclusive of any reasonably necessary special counsel) for the Administrative Agent, the Arrangers and their respective Affiliates, Agent and, if in the case of an actual or reasonably necessaryperceived conflict of interest, one additional counsel in each relevant material jurisdiction per affected party, and one specialty any other counsel acting in multiple jurisdictionsretained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Appears in 1 contract

Samples: Collateral Agreement (Virtu Financial, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers (subject to Article XI) shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (which shall be limited, any Arranger in the case of legal fees and their respective Affiliatesexpenses, including to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), ) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any LenderLender (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel, and disbursements of one local counsel (limited to one counsel to in each applicable jurisdiction, for the Administrative Agent, the Issuing Banks and the Lendersnot more than one outside counsel, taken as a whole, and, if reasonably necessary, and one additional local counsel in each relevant material jurisdiction applicable jurisdiction, for all of the other Lenders and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in for each relevant jurisdiction to each group of similarly situated Persons), affected Lender) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. While an Event of Default exists or if the Borrower Representative agrees in writing, subject to Article XI, all of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

Appears in 1 contract

Samples: Credit Agreement (Cooper Tire & Rubber Co)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents and any Arranger amendment, waiver, consent or other modification of the provisions hereof and their respective Affiliatesthereof, including and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel and other reasonably necessary outside consultants for the Administrative Agent, the Arrangers reasonable travel, photocopy, mailing, courier, telephone and their respective Affiliatesother 148 similar expenses, andand the cost of environmental audits, if reasonably necessary, one additional counsel in each relevant material jurisdiction surveys and one specialty counsel acting in multiple jurisdictions)appraisals, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Other Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Arrangerthe Swingline Lender, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (limited to one counsel to the Administrative for any Agent, the Swingline Lender, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, except in the case of out-of-pocket expenses described in this clause (iv) to the extent that Section 12.03(b) expressly provides that the Borrower shall not indemnify such party for such out-of-pocket expenses.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Collateral Agent and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent (provided that such counsel shall be limited to one primary lead counsel for each of the Administrative Agent, Agents and one local counsel for both Agents as may be reasonably be deemed necessary by the Arrangers and their respective Affiliates, Agents in each relevant jurisdiction and, if in the case of an actual or reasonably necessaryperceived conflict of interest, one additional counsel in each relevant material jurisdiction per affected party, and one specialty any other counsel acting in multiple jurisdictionsretained with the Company’s consent, such consent not to be unreasonably withheld or delayed), in connection with the structuringsyndication, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacingif any, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration preparation of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers requested by the Borrowers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) during the continuance of an Event of Default, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Collateral Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its their rights in connection with the Loan Documentsthis Agreement, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Pledge and Security Agreement (Michael Kors Holdings LTD)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel (limited to one primary counsel and, if reasonably necessary, a single local counsel in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions)) and other outside consultants for the Administrative Agent, the Arrangers reasonable travel, photocopy, mailing, courier, telephone and their respective Affiliatesother similar expenses, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)the cost of environmental audits and surveys and appraisals, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Arranger, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to the Administrative for any Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Lonestar Resources US Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Lead Arrangers and the Administrative AgentAgent (limited, any Arranger in the case of legal fees and their respective Affiliatesexpenses, including to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and, if reasonably necessary, one additional of a single firm of local counsel to the Lead Arrangers and the Administrative Agent in each relevant material jurisdiction and one specialty (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with the Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), in each case incurred in connection with the structuringCredit Facilities, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedthereof), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative for such Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the preservation, enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) (and, in the case of a conflict of interest, where each Agent, each Issuing Bank or any Lender affected by such conflict notifies Holdings of the existence of such conflict and thereafter retains its own counsel, one additional counsel) and such other counsel as may be retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the expenses of counsel shall not include any allocated costs of in-house counsel. (b) The Borrower shall indemnify each Agent, each Issuing Bank, each Lender, the Lead Arrangers, the Bookrunners and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from (without duplication), any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket fees and expenses (limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one counsel for all Indemnitees, to the extent reasonably

Appears in 1 contract

Samples: Credit Agreement (Tenable Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not successful) (ii) [reserved] and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or Letters reasonably perceived conflict of Creditinterest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Appears in 1 contract

Samples: Escrow Credit Agreement (Virtu Financial, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall payLoan Parties shall, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Lead Arranger and their respective Affiliates (including the reasonable and documented fees, any disbursements and other charges of one primary counsel and one local counsel in each applicable jurisdiction for the Administrative Agent and the Lead Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)case, for all such parties taken together) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and internet or through any credit Electronic System or similar facility refinancing or replacing, in whole or in part, any Approved Electronic Platform) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, Lender (including the reasonable and documented fees, disbursements and other charges of one primary counsel and disbursements of one local counsel (limited to one counsel to in each applicable jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders, Lenders taken as a whole, whole (and, if in light of actual or potential conflicts of interest or the availability of different claims or defenses (as reasonably necessarydetermined by the affected party), one additional firm of counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsaffected parties), ) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: (i) subject to the limits set forth in Sections 5.11 and 5.12 , appraisals, field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each appraisal and field examination; (ii) background checks regarding senior management of the Loan Parties, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; (iii) Other Taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (iv) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and 131

Appears in 1 contract

Samples: Credit Agreement (Winnebago Industries Inc)

Expenses Indemnity Damage Waiver. (a) The Parent and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket 118 fees, charges and disbursements of counsel (limited to one a single primary counsel for all of the Administrative Agentforegoing, the Arrangers and their respective Affiliates, and, if reasonably necessary, one together with an additional single local counsel in each relevant material applicable local jurisdiction and one specialty counsel acting in multiple jurisdictionsfor all such parties (as necessary), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as including the preparation, negotiation, execution, execution and delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented out-ofout‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any LenderAgent and the Arrangers, including the reasonable and documented fees, charges and disbursements of a single primary counsel (limited to one counsel to the Administrative Agentfor all such parties, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one together with an additional single local counsel in each relevant material applicable local jurisdiction andfor all such parties (as necessary, or, in the case of an actual or perceived conflict of interest, one where the party affected by such conflict informs the Borrower of such conflict, of a single additional counsel in each relevant jurisdiction to for all similarly affected parties), and all reasonable and documented out-of-pocket expenses (other than fees and expenses of counsel) incurred by each group of similarly situated Persons)Lender, in each case, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the limitation of fees and expenses of counsel described above) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Cincinnati Bell Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Second Amendment Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliatesits Affiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one primary additional counsel per affected party, in each case for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 1 contract

Samples: Credit Agreement (Endurance International Group Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall payLoan Parties shall, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Lead Arranger and their respective Affiliates (including the reasonable and documented fees, any disbursements and other charges of one primary counsel and one local counsel in each applicable jurisdiction for the Administrative Agent and the Lead Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)case, for all such parties taken together) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, Lender (including the reasonable and documented fees, disbursements and other charges of one primary counsel and disbursements of one local counsel (limited to one counsel to in each applicable jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders, Lenders taken as a whole, whole (and, if in light of actual or potential conflicts of interest or the availability of different claims or defenses (as reasonably necessary122 determined by the affected party), one additional firm of counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsaffected parties), ) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 1 contract

Samples: Credit Agreement (Winnebago Industries Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional special and one local counsel in each relevant material jurisdiction for the Administrative Agent and one specialty counsel acting such Affiliates (in multiple jurisdictionseach case, excluding allocated costs of in-house counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as due diligence undertaken by the preparationAdministrative Agent with respect to the financing contemplated by this Agreement, negotiation, execution, delivery the preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrower’s obligations under this clause (i), solely with respect to the preparation, execution and delivery of the Loan Documents on the Effective Date, shall be subject to the limitations provided for in the Engagement Letter and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuanceAdministrative Agent or, amendment, renewal or extension after the occurrence and during the continuance of any Letter Event of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentDefault, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (but limited to one counsel for the Administrative Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or Letters perceived conflict of Creditinterest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Person and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-house counsel)).

Appears in 1 contract

Samples: Credit Agreement (Brooks Automation Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and each Related Party of any Arranger and their respective Affiliatesof the foregoing Persons, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for counsel, expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments waivers, modifications, waivers or extensions (including amendments, waivers, modifications or extensions proposed by the Borrower) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that the Borrower shall not be required to pay any fees and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or any other Related Parties incurred in connection with an assignment or participation of any rights or obligations of a Lender hereunder unless initiated by the Borrower under Section 2.16(b) other than as a result of a default by the Lender; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Lender or any Lenderthe Joint Lead Arrangers, including the fees, charges and disbursements of any counsel (limited to one counsel to including the reasonable allocated cost of in-house counsel) for the Administrative Agent, any Lender or the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)Joint Lead Arrangers, in connection with the enforcement or protection of its rights in connection with under this Agreement or the Loan Transaction Documents, including its rights under this Section, Section or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workoutworkout proceedings, restructuring enforcement costs and documentary taxes or negotiations in respect of such Loans or Letters of CreditLoans.

Appears in 1 contract

Samples: Credit Agreement (Medco Health Solutions Inc)

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Expenses Indemnity Damage Waiver. (a) The Borrower Xxxxxx USA and the Borrowers shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for any of the foregoing (which, in the case of the preparation, negotiation, execution, delivery and administration of the Loan Documents, shall be limited to one primary a single counsel for the Arrangers and the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letters, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with field examinations and documented appraisals conducted in connection with the establishment of the credit facilities provided for herein or provided for in the Loan Documentation and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Murphy USA Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents and any Arranger amendment, waiver, consent or other modification of the provisions hereof and their respective Affiliatesthereof, including and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel and other reasonably necessary outside consultants for the Administrative Agent, the Arrangers reasonable travel, photocopy, mailing, courier, telephone and their respective Affiliatesother 124 similar expenses, andand the cost of environmental audits, if reasonably necessary, one additional counsel in each relevant material jurisdiction surveys and one specialty counsel acting in multiple jurisdictions)appraisals, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Other Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Arrangerthe Swingline Lender, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel (limited to one counsel to the Administrative for any Agent, the Swingline Lender, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, except in the case of out-of-pocket expenses described in this clause (iv) to the extent that Section 12.03(b) expressly provides that the Borrower shall not indemnify such party for such out-of-pocket expenses.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers, the Syndication Agent, the Documentation Agents and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Arrangers, the Syndication Agent, the Documentation Agents and their respective Affiliates, taken as a whole (and, if reasonably necessary, one additional local counsel in each relevant material any jurisdiction and one specialty regulatory counsel acting in multiple jurisdictionsany jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letter, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-ofout‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Arrangers, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Bz Intermediate Holdings LLC)

Expenses Indemnity Damage Waiver. (a) The Initial Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger each Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary legal counsel for the Administrative AgentAgents, the Arrangers Syndication Agent and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)the Documentation Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not hereof, the transactions contemplated hereby or thereby shall be consummated)reasonable fees and expenses of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and Collateral Agent’s standard charges for examination activities and appraisal reviews, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any ArrangerAgents, any Issuing Bank or any Lender, including the fees, charges and disbursements of legal counsel (limited to one counsel to for the Administrative AgentAgents, the any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderSection 9.3(a), including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, that the Initial Borrower’s obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one primary outside legal counsel for all Persons described in clauses (i), (ii) and (iii) above, taken as a whole (provided that reasonable fees, disbursements and other charges of legal counsel for the Collateral Agent shall also be paid by the Initial Borrower), (y) in the case of any actual or perceived conflict of interest, one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or foreign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions).

Appears in 1 contract

Samples: Intercreditor Agreement (Forterra, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication), including the reasonable fees, charges and disbursements of Milbank LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest where the party affected by such conflict has notified the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel per affected party, in each case for the Administrative Agent, each Issuing Bank and the Swing Line Lender in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Swing Line Lender in connection with the issuance of any Swing Line Loan or any demand for payment thereunder and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, Agent the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 1 contract

Samples: Credit Agreement (Greenhill & Co Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one primary outside counsel for the Administrative Agent, the Arrangers Agent and their respective Affiliates, and, if reasonably necessary, (ii) one additional local counsel in each separate relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsjurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof provi-sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, any Issuing Bank or any Lender (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one outside counsel for the Administrative Agent, any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction Bank or any Lender (and, in the case of an actual or perceived conflict of interest, one additional counsel to all such persons similarly situated) and (ii) one local counsel in each separate relevant jurisdiction to each group of similarly situated Personsjurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Groupon, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all legal, printing, recording, syndication, travel, advertising and other reasonable and documented substantiated out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliatesthe Arrangers, including the reasonable and documented out-of-pocket substantiated fees, charges and disbursements of one outside counsel (limited to one primary and of local and special counsel for the Administrative Agent, Agent and the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)Arrangers, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents and each other document or instrument relevant to this Agreement or any waiverother Loan Document and any amendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) the filing, recording, refiling or rerecording of the Mortgages and any other Security Documents and/or any Uniform Commercial Code financing statements relating thereto and all reasonable amendments, supplements and documented out-modifications to, and all releases and terminations of-pocket expenses incurred , any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by any Issuing Bank in connection with the issuance, amendment, renewal terms hereof or extension of any Letter of Credit Mortgage or any demand for payment thereunder other Security Document, and (iii) all reasonable and documented substantiated out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative AgentAgent or any Lender, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), incurred in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and substantiated out-of-pocket expenses reasonably incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Appears in 1 contract

Samples: Credit Agreement (Quicksilver Resources Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (which shall be limited, any Arranger in the case of legal fees and their respective Affiliatesexpenses, including to the reasonable and documented out-of-pocket fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and disbursements a single firm of local counsel (limited to one primary counsel in each applicable jurisdiction, for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), ) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any Lender, including the fees, charges and disbursements of counsel Lender (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction andwhich shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than a single firm of outside counsel, and a single firm of local counsel in each applicable jurisdiction, for all of the other Lenders and, in the event of an actual or reasonably perceived conflict of interestinterest (as reasonably determined by the Administrative Agent or applicable Lender), one additional firm of counsel in each relevant jurisdiction to for each group of similarly situated Persons), affected persons) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Medivation, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger the Lead Arrangers, 176 each Issuing Bank, the Swingline Lender, the Lenders and their respective AffiliatesAffiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to one primary counsel exclusive of any reasonably necessary special counsel) for the Administrative Agent, the Arrangers and their respective Affiliates, Agent and, if in the case of an actual or reasonably necessaryperceived conflict of interest, one additional counsel in each relevant material jurisdiction per affected party, and one specialty any other counsel acting in multiple jurisdictionsretained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Appears in 1 contract

Samples: Credit Agreement (Virtu Financial, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower European J.V. shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, any Arranger the Arrangers and their respective Affiliates, Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel (for the Agents and the Arrangers, and Xxxxx & Overy and other local and foreign counsel for the Agents and the Arrangers, limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)per jurisdiction, in connection with the structuring, Security Documents and 132 the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any ArrangerAgents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative AgentAgents, the any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters Letter of Credit. The European J.V. shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and disbursements of counsel (including local counsel in each relevant jurisdiction).

Appears in 1 contract

Samples: Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)

Expenses Indemnity Damage Waiver. (ag) The Holdings and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including expenses incurred in connection with due diligence and the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to Cravath, Swaine & Mxxxx LLP and one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter and the Fee Letter, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lenderand the Lenders, including the fees, charges and disbursements of one primary counsel and one firm of local counsel (limited to one counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional where a Credit Party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Credit Party) in each relevant jurisdiction to each group of similarly situated Persons)appropriate jurisdiction, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Momentive Global Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs, (i) all reasonable and documented out-of-or invoiced out of pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates (without duplication), any Arranger the Lead Arrangers, the Swingline Lender and their respective Affiliates, each Issuing Bank including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Lead Arrangers, the Swingline Lender and their respective Affiliateseach Issuing Bank and to the extent reasonably deemed necessary by the Administrative Agent, one local counsel in each relevant jurisdiction and, if in the case of any conflict of interest (as reasonably necessarydetermined by the Administrative Agent, Issuing Bank, Swingline Lender or Lead Arrangers subject to such conflict), one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsto each group of affected persons similarly situated taken as a whole), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented out-or invoiced out of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Lead Arrangers, any each Issuing Bank or any Bank, the Swingline Lender and each Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and Banks, the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), Swingline Lender and the Lead Arrangers in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided 141 that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 1 contract

Samples: Credit Agreement (TA Holdings 1, Inc.)

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, that, such counsel shall be limited to (A) one counsel to the Administrative Agent and the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant material local jurisdiction and (C) if representation of the Administrative Agent and all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, one additional counsel for the Administrative Agent and for each Lender subject to such conflict.

Appears in 1 contract

Samples: Credit Agreement (Trinet Group Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower Xxxxxx USA and the Borrowers shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, andincluding the reasonable fees, if reasonably necessarycharges and disbursements of counsel for any of the foregoing (which, one additional in the case of the preparation, negotiation, execution, delivery and administration of the Loan Documents, shall be limited to a single counsel in each relevant material jurisdiction for the Arrangers and one specialty counsel acting in multiple jurisdictionsthe Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letters, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-ofout‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable out‑of-pocket expenses incurred by the Administrative Agent in connection with field examinations and documented appraisals conducted in connection with the establishment of the credit facilities provided for herein or provided for in the Loan Documentation and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Murphy USA Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one primary outside counsel for the Administrative Agent, the Arrangers Agent and their respective Affiliates, and, if reasonably necessary, (ii) one additional local counsel in each separate relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsjurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, any Issuing Bank or any Lender (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one outside counsel for the Administrative Agent, any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction Bank or any Lender (and, in the case of an actual or perceived conflict of interest, one additional counsel to all such persons similarly situated) and (ii) one local counsel in each separate relevant jurisdiction to each group of similarly situated Personsjurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Groupon, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced fees and out of pocket expenses incurred by the Lender, the Administrative Agent, the Collateral Agent and their Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, Xxxxxxx & Xxxxxxx LLP, and, to the extent reasonably determined by the Lenders and the Administrative Agent and the Collateral Agent to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent, in each case for the Administrative Agent, Collateral Agent and Lenders in connection with the preparation, execution, delivery or administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented or invoiced fees and out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Collateral Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Collateral Agent and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderhereunder (including, but not limited to, all out-of-pocket costs and expenses associated with creating and maintaining the Platform and providing accounting for the Lenders), including all such fees and out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that such counsel shall be limited to one counsel for the Administrative Agent, one counsel for the Collateral Agent, and one counsel for the Lenders taken as a whole, and, if necessary, one local counsel in each applicable jurisdiction and one foreign counsel for the Administrative Agent, one separate counsel for the Collateral Agent and one local counsel in each applicable jurisdiction and one foreign counsel for the Lenders taken as a whole.

Appears in 1 contract

Samples: Credit Agreement (Invacare Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of a single U.S. counsel, if reasonably necessary, a single regulatory counsel (limited to one primary in each relevant regulatory field, a single local counsel for the Administrative Agent, the Arrangers and their respective Affiliates, in Bermuda and, if reasonably necessary, one additional a single local counsel in each other relevant material jurisdiction and one specialty (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent, any Arranger and their Affiliates taken as a whole, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein herein, including the preparation, execution and any credit or similar facility refinancing or replacing, in whole or in part, any delivery of the credit facilities provided for hereinCommitment Letter and the Fee Letter, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank the Arrangers or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (but limited to a single U.S. counsel, if reasonably necessary, a single regulatory counsel in each relevant regulatory field, a single local counsel in Bermuda and, if reasonably necessary, a single local counsel in each other relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent, the Arrangers and the Lenders, taken as a whole and, in the case of an actual or Letters perceived conflict of Creditinterest, where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of U.S. counsel, if reasonably necessary, one regulatory counsel in each relevant regulatory field, another firm of Bermuda counsel and, if reasonably necessary, one local counsel in each other relevant jurisdiction (which may include a single local counsel acting in multiple jurisdictions) for each such affected Person).

Appears in 1 contract

Samples: Revolving Credit Agreement (Marvell Technology Group LTD)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Joint Lead Arrangers, each Sustainability Coordinator and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and BofA Securities (but limited to one primary counsel for the Administrative Agent, the Arrangers Agent and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsBofA Securities), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any ArrangerIssuing Bank, any Issuing Bank Sustainability Coordinator or any Lender, including the fees, charges and disbursements of (A) one primary counsel (limited to one counsel to for the Administrative Agent, BofA Securities, the Lenders, the Issuing Banks and the LendersSustainability Coordinators (and any other Joint Lead Arranger, as applicable), taken as a wholetogether, and(B) one local counsel in each relevant jurisdiction, if (C) to the extent reasonably necessary, one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel (which in the case of clause (B) shall allow for up to one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsjurisdiction), in connection with the enforcement or protection of its their rights in connection with the this Agreement or any other Loan DocumentsDocument, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof.

Appears in 1 contract

Samples: Credit Agreement (Borgwarner Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication), including the reasonable fees, charges and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest where the party affected by such conflict has notified the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel per affected party, in each case for the Administrative Agent, each Issuing Bank and the Swing Line Lender in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Swing Line Lender in connection with the issuance of any Swing Line Loan or any demand for payment thereunder and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, Agent the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 1 contract

Samples: Credit Agreement (Greenhill & Co Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any the Lead Arranger and their respective AffiliatesAffiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to one primary counsel exclusive of any reasonably necessary special counsel) for the Administrative Agent, the Arrangers and their respective Affiliates, Agent and, if in the case of an actual or reasonably necessaryperceived conflict of interest, one additional counsel in each relevant material jurisdiction per affected party, and one specialty any other counsel acting in multiple jurisdictionsretained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Appears in 1 contract

Samples: Restatement Agreement (Virtu Financial, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented out-of-pocket costs and expenses AMERICAS 107903477 incurred by the Administrative AgentCommitment Parties (limited, any Arranger in the case of legal fees and their respective Affiliatesexpenses, including to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, White & Case LLP and, if reasonably necessary, one additional of a single firm of local counsel to the Commitment Parties in each relevant material jurisdiction and one specialty (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with the Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), in each case incurred in connection with the structuringCredit Facilities, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedthereof), (ii) all reasonable and documented out-ofout‑of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative for such Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the preservation, enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) (and, in the case of a conflict of interest, where each Agent, each Issuing Bank or any Lender affected by such conflict notifies Holdings of the existence of such conflict and thereafter retains its own counsel, one additional counsel) and such other counsel as may be retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the expenses of counsel shall not include any allocated costs of in-house counsel.

Appears in 1 contract

Samples: Credit Agreement (E2open Parent Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) The U.S. Loan Parties, jointly and severally, shall pay all (A) reasonable and documented out-of-pocket invoiced out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel (limited to and one primary local counsel in each specialty and relevant jurisdiction for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiB) all reasonable and documented out-of-pocket invoiced out‑of‑pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiC) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates, any Arranger, any the Issuing Bank or any the Swingline Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and Bank or the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)Swingline Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit., and (D) reasonable and invoiced out-of-pocket expenses incurred by any Lender, including the fees, charges and disbursements of one counsel and one local counsel in each specialty and relevant jurisdiction for the Lenders, taken as a whole, and in the case of an actual or perceived conflict of interest, one additional counsel in each specialty and relevant jurisdiction to each group of Lenders similarly situated taken as a whole, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (ii) the non-U.S. Loan Parties, jointly and severally, shall pay all of the expenses described in the foregoing clauses (i)(A), (i)(B), (i)(C) and (i)(D), but only to the extent such expenses are attributable to any Foreign Subsidiary of the Company. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 1 contract

Samples: Credit Agreement (Orthofix Medical Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managing Agents and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managing Agents and their respective Affiliates, and, if reasonably necessary, Affiliates (and one additional counsel to each group of similarly situated Persons as required due to actual or reasonably perceived conflicts of interest and one local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsjurisdiction, as necessary), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the any Issuing Banks Bank and the Lenders, taken as a whole, and, if reasonably necessary, any Lender (and one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated PersonsPersons as required due to actual or reasonably perceived conflicts of interest and one local counsel in each relevant jurisdiction, as necessary), in connection with the lawful enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket reasonable and documented out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Leidos Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary outside counsel for the Administrative Agent, the Arrangers and their respective Affiliates, Affiliates taken as a whole (and, (x) if reasonably necessary, one additional local counsel for the Administrative Agent, the Arrangers and their respective Affiliates taken as a whole in each relevant material applicable jurisdiction and one specialty (y) in the case of an actual or perceived conflict of interest, separate counsel acting in multiple jurisdictionsfor each such similarly-situated group of Persons taken as a whole), in connection with the structuring, arrangement and syndication of (prior to the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any Effective Date) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of one primary outside counsel for the Administrative Agent, the Issuing Banks and Lenders taken as a whole (limited to and, (x) if necessary, one local counsel to for the Administrative Agent, the Issuing Banks and the Lenders, Lenders taken as a whole, and, if reasonably necessary, one additional counsel whole in each relevant material applicable jurisdiction and, and (y) in the case of an actual or perceived conflict of interest, one additional separate counsel in for each relevant jurisdiction to each such similarly-situated group of similarly situated Persons), Persons taken as a whole) in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding anything to the contrary, the Borrower shall not have any obligation to pay the fees or expenses of any Lender or the Administrative Agent in connection with any assignment of, or the grant of any participation in, any rights of a Lender under or in connection with this Agreement; provided that the provisions of this sentence shall not apply to any Lender substituted for a Defaulting Lender pursuant to Section 9.13.

Appears in 1 contract

Samples: Credit Agreement (Anadarko Petroleum Corp)

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers, the Co-Syndication Agents and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary firm of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, foregoing (and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction and one specialty (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments amendment or modifications modification of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of one firm of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lendersforegoing, taken as a whole, whole (and, if reasonably necessary, one additional firm of local counsel in each relevant material jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing) and, in the case of an actual or perceived conflict of interestinterest where any such Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person (and, if reasonably necessary, one additional firm of local counsel in each relevant jurisdiction to each group (which may include a single firm of similarly situated Personsspecial counsel acting in multiple jurisdictions) for such affected Person), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of- pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Vectrus, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through an Electronic System) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Agent or the Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to v) one counsel to engaged by the Administrative Agent for the Administrative Agent, the (w) one counsel for each Issuing Banks and Bank other than Chase, (x) one counsel for the Lenders, taken as a whole(y) solely in the case of any actual or perceived conflict of interest with respect to any such party, andwhere such party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional counsel to all such similarly affected parties and (z) if reasonably necessary, one additional local counsel in each relevant material jurisdiction and, in engaged by the case of an actual or perceived conflict of interest, one additional counsel Administrative Agent in each relevant jurisdiction to each group (which may include a single firm of similarly situated Persons), special counsel engaged by the Administrative Agent acting in multiple jurisdictions) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Appears in 1 contract

Samples: Credit Agreement (Zoe's Kitchen, Inc.)

Expenses Indemnity Damage Waiver. (af) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliates, its Affiliates (including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of counsel (limited to one primary counsel and of any special regulatory counsel and one local counsel in each applicable jurisdiction for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), ) in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any the Issuing Bank or any Lender, Lender (including the reasonable and documented fees, disbursements and other charges of one primary counsel and disbursements of any special regulatory counsel (limited to and one local counsel to in each applicable jurisdiction for the Administrative Agent, Agent and the Issuing Banks Bank and one additional counsel for all of the Lenders (other than the Administrative Agent and the Lenders, taken Issuing Bank) (and in light of actual or potential conflicts of interest or the availability of different claims or defenses (as a whole, and, if reasonably necessarydetermined by the applicable Lender), one additional firm of counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsaffected Lenders)), in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Healthequity Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall paySubject to any express limitations that may be set forth in this Agreement with respect to the frequency of appraisals, the Borrowers agree to pay within 30 days (x) one Business Day (in the case of a demands prior to the Closing Date) and (y) ten Business Days (in the case of demands thereafter) after written demand therefor (together with reasonable backup which includes documentation reasonably supporting such reimbursement request), ) (i) all reasonable out-of-pocket costs and documented expenses of the Agents in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, syndication, transportation, computer, duplication, appraisal, audit, field examination, Report preparation, Collection Account setup and maintenance, insurance, consultant, search, filing and recording fees and expenses, and (B) the reasonable fees and out-of-pocket expenses incurred by of one counsel for the Administrative AgentAgents with respect thereto, with respect to advising the Agents as to their rights and responsibilities, or the protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Arranger Borrower or with other creditors of any Borrower arising out of any Default or any events or circumstances that may give rise to a Default and their respective Affiliateswith respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, including the reasonable insolvency or other similar proceeding involving creditors’ rights generally and documented any proceeding ancillary thereto) and (ii) all out-of-pocket fees, charges costs and disbursements expenses of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Agents and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), Lender in connection with the structuring, arrangement and syndication enforcement of the credit facilities provided for herein and Loan Documents, whether in any credit action, suit or litigation, or any bankruptcy, insolvency or other similar facility refinancing or replacingproceeding affecting creditors’ rights generally (including, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreementwithout limitation, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable fees and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand counsel for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including Agent and each Lender with respect thereto; provided that the fees, charges Borrowers shall only be required to reimburse the fees and disbursements expenses of one legal counsel (limited to one counsel per jurisdiction to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived extent no conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Personsexists), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Security Agreement (Navistar International Corp)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners and their respective Affiliates (without duplication), including any and all recording and filing fees, cost and expenses incurred in connection with the Platform, the reasonable fees, charges and disbursements of Weil, Gotshal & Xxxxxx LLP and, if necessary, one local firm of counsel in each applicable jurisdiction (exclusive of any reasonably necessary special firm of counsel in each appropriate specialty) and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party, in each case, as counsel, for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (ii) [Reserved] and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks Agent and the Lenders, taken in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as a whole, and, if may reasonably necessary, one additional counsel be deemed necessary by the Administrative Agent in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditper affected party.

Appears in 1 contract

Samples: Credit Agreement (DS Services of America, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional special and one local counsel in each relevant material jurisdiction for the Administrative Agent and one specialty counsel acting in multiple jurisdictions)such Affiliates, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as due diligence undertaken by the preparationAdministrative Agent with respect to the financing contemplated by this Agreement, negotiation, execution, delivery the preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lenders or, after the occurrence and during the continuance of any ArrangerEvent of Default, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to and consultant for the Administrative Agent, the any Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Lender or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit (but limited to one counsel for the Administrative Agent, the Issuing Lenders and the Lenders taken a whole and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions).

Appears in 1 contract

Samples: Credit Agreement (Benchmark Electronics Inc)

Expenses Indemnity Damage Waiver. (a) The Parent and the Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger the Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one a single primary counsel for all of the Administrative Agentforegoing, the Arrangers and their respective Affiliates, and, if reasonably necessary, one together with an additional single local counsel in each relevant material applicable local jurisdiction and one specialty counsel acting in multiple jurisdictionsfor all such parties (as necessary), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as including the preparation, negotiation, execution, execution and delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any LenderAgent and the Arrangers, including the reasonable and documented fees, charges and disbursements of a single primary counsel (limited to one counsel to the Administrative Agentfor all such parties, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one together with an additional single local counsel in each relevant material applicable local jurisdiction andfor all such parties (as necessary, or, in the case of an actual or perceived conflict of interest, one where the party affected by such conflict informs the Borrower of such conflict, of a single additional counsel in each relevant jurisdiction to for all similarly affected parties), and all reasonable and documented out-of-pocket expenses (other than fees and expenses of counsel) incurred by each group of similarly situated Persons)Lender, in each case, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the limitation of fees and expenses of counsel described above) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (CyrusOne Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower Domestic Borrowers shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Administrative Agent, any Arranger the Collateral Agent and each of their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Agent and for all Joint Lead Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuringsyndication and distribution (including, arrangement and syndication of without limitation, via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Arrangerthe Collateral Agent, any Issuing Bank or Bank, any Lender, Lender (including the fees, charges and disbursements of one primary counsel, and one additional local counsel (limited to one counsel to in each applicable jurisdiction, for the Administrative Agent, the Collateral Agent, the Issuing Banks and all the Lenders, taken as a whole, and, if reasonably necessary, and one additional counsel in each relevant material jurisdiction and, in the case light of an actual or perceived conflict potential conflicts of interest, one additional counsel in each relevant jurisdiction to interest or the availability of different claims or defenses for each group of similarly situated Personsaffected by such conflicts), in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan Documents, Document including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-documented out of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Hill-Rom Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates (without duplication), any Arranger the Lead Arranger, the Swingline Lender and their respective Affiliates, each Issuing Bank including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel (limited to one primary counsel for the Administrative Agent, the Arrangers Lead Arranger, the Swingline Lender and their respective Affiliateseach Issuing Bank and to the extent reasonably deemed necessary by the Administrative Agent, one local counsel in each relevant jurisdiction and, if in the case of any conflict of interest (as reasonably necessarydetermined by the Administrative Agent, Issuing Bank, Swingline Lender or Lead Arranger subject to such conflict), one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsto each group of affected persons similarly situated taken as a whole), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Lead Arranger, any each Issuing Bank or any Bank, the Swingline Lender and each Lender, including the reasonable fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and Banks, the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), Swingline Lender and the Lead Arranger in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such reasonable costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary *Confidential Treatment Requested. Omitted portions filed with the Commission. by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. For the avoidance of doubt, this paragraph (a) shall not apply with respect to Indemnified Taxes, Other Taxes or Excluded Taxes, which shall be governed solely by Section 2.16.

Appears in 1 contract

Samples: Credit Agreement (Cubist Pharmaceuticals Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger the Joint Bookrunners and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited Cravath, Swaine & Xxxxx LLP and to one primary counsel for the extent reasonably determined by the Administrative AgentAgent to be necessary and approved by the prior written consent of the Borrower, the Arrangers and their respective Affiliates, and, if reasonably necessarysuch approval not to be unreasonably withheld, one additional local counsel in each relevant material applicable jurisdiction and one specialty counsel acting (in multiple jurisdictionsaddition to any reasonably necessary special counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, in connection with the enforcement of any rights or remedies, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder; provided that such counsel shall be limited to one lead counsel and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction Lenders (and, in the case of an actual or perceived conflict of interestinterest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of one additional lead counsel and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by such affected party in each relevant jurisdiction to each group of similarly situated Personsfor such affected party), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Equal Priority Intercreditor Agreement (Weight Watchers International Inc)

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of a single U.S. counsel, if reasonably necessary, a single regulatory counsel in each relevant regulatory field, a single local counsel in Bermuda and, if reasonably necessary, a single local counsel in each other relevant jurisdiction (limited to one primary which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent, the Arrangers Arranger and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions)Affiliates taken as a whole, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein herein, including the preparation, execution and any credit or similar facility refinancing or replacing, in whole or in part, any delivery of the credit facilities provided for hereinCommitment Letter and the Fee Letter, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank the Arranger or any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for any of the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (but limited to a single U.S. counsel, if reasonably necessary, a single regulatory counsel in each relevant regulatory field, a single local counsel in Bermuda and, if reasonably necessary, a single local counsel in each other relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent, the Arranger and the Lenders, taken as a whole and, in the case of an actual or Letters perceived conflict of Creditinterest, where the party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of U.S. counsel, if reasonably necessary, one regulatory counsel in each relevant regulatory field, another firm of Bermuda counsel and, if reasonably necessary, one local counsel in each other relevant jurisdiction (which may include a single local counsel acting in multiple jurisdictions) for each such affected Person).

Appears in 1 contract

Samples: Credit Agreement (Marvell Technology Group LTD)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, any Arranger the Joint Lead Arrangers and their respective Affiliates, (including and, in the case of legal counsel, limited to, the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if to the extent reasonably necessary, one additional local counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictionsapplicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank (including and, in the case of legal counsel, limited to, the reasonable fees, charges and disbursements of one primary counsel and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any LenderLender (including and, including in the case of legal counsel, limited to, the reasonable fees, charges and disbursements of one primary counsel (limited to one counsel and, to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if extent reasonably necessary, one additional local counsel in each relevant material jurisdiction applicable jurisdiction, and, in the case of an actual or perceived a conflict of interest, where the Persons affected by such conflict inform the Borrower in writing prior to obtaining additional counsel, one additional counsel in for each relevant jurisdiction to each group of similarly situated Personssuch affected Person), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all other charges of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including and, in the case of legal counsel, limited to, the reasonable fees, charges and disbursements of one primary counsel and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction)arising from or relating to due diligence. All amounts payable pursuant to this Section 9.03(a) shall be due and payable 15 Business Days after receipt of a reasonably detailed invoice therefor. Each of the Company and the Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party 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 fees, charges and disbursements of any counsel 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 this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or 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 Bank to honor a demand for payment under a Letter of Credit issued by it if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company, the Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to the Company, the Borrower or any of their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other Loan Party, any Parent Company or any of its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee, (ii) a material breach of the Loan Documents by such Indemnitee (or its Related Parties), or (iii) any dispute solely among Indemnitees (other than any dispute involving an Indemnitee in its capacity or fulfilling its role as an Administrative Agent, arranger, bookrunner or similar role under the Loan Documents); provided, further, that no Indemnitee shall be indemnified or held harmless against any amounts that are required to be paid by such Indemnitee to the Borrower or the Company, as applicable, by a court of competent jurisdiction in a final and non-appealable judgment in respect of any suit, claim, action or other proceeding by the Borrower or the Company, as applicable, against such indemnified party for material breach of the Loan Documents; provided, further, that the Borrower and the Company shall be responsible for the fees and expenses of only one primary counsel for all indemnified parties in connection with indemnification claims arising out of the same facts or circumstances and, if necessary or advisable, a single special counsel and a single local counsel to the Indemnitees in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel and, if necessary or advisable, a single special counsel and a single local counsel in each applicable jurisdiction, in each case to the affected Indemnitee or similarly situated Indemnitee. Provided that each of the Company and the Borrower is in compliance with its indemnification obligations, the indemnity contemplated by this Section 9.03(b) shall not apply to any settlement or compromise by any Indemnitee of any suit, claim, action or other proceeding in respect of which indemnity could have been sought, without the Company’s or the Borrower’s, as applicable, prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that the Company or the Borrower, as applicable, shall be deemed to have consented to any such settlement unless the Company or the Borrower, as applicable, shall object thereto by written notice to the applicable Indemnitee(s) within ten (10) Business Days after having received written notice thereof; provided, further, that the Company’s or the Borrower’s, as applicable, written consent shall not be required if such Indemnitee reasonably determines (after consultation with the Borrower or the Company, as applicable) that the continuance of such suit, claim, action or other proceeding exposes such Indemnitee or any of its Affiliates to risks of reputational harm. The Company and the Borrower shall not, without the prior written consent of the affected Indemnitee, effect any settlement or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened claim, or any action or proceeding in respect of which indemnity could have been sought under the by such Indemnitee, unless such settlement, compromise or termination (a) includes an unconditional release of such Indemnitee and its Affiliates from all liability known or unknown, suspected or unsuspected, arising from the subject matter of such claim, action or proceeding in form and substance reasonably satisfactory to such Indemnitee, (b) does not include any statement as to any admission of fault, culpability or failure to act on the part of such Indemnitee or any of its Affiliates, (c) involves no remedial action to be performed on the part of such Indemnitee or any of its Affiliates, other than the payment of sums that the Company or the Borrower, as applicable, shall fully fund as a condition to such settlement and (d) contains customary confidentiality and non-disparagement provisions. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim or yield maintenance obligations described in Section 2.14 and Section 2.15. To the extent that the Company or the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower or the Company of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the Transactions, except to the extent such damages are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section shall be payable not later than three (3) Business Days after written demand therefor. Each party’s obligations under this Section shall survive the termination of this Agreement and payment of the obligations hereunder.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Four Corners Property Trust, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) pay all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Arrangers, any Arranger and their respective Affiliateslimited, including in the case of legal fees, to the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and one local counsel as reasonably necessary in any jurisdiction relevant to the interests of the Lenders taken as a whole (limited to one primary counsel for and in the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessarycase of an actual or perceived conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant material jurisdiction to the affected persons similarly situated), including the reasonable travel, photocopy, mailing, courier, telephone and one specialty counsel acting in multiple jurisdictions)other similar expenses, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments waivers of or modifications of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) thereunder, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Agent or the Issuing Bank or or, during the continuance of any Event of Default, by any Lender, including the fees, charges and disbursements of any counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual Bank or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Callon Petroleum Co)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request)if the Third Amendment Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Arranger Agent and their respective Affiliatesits Affiliates (without duplication), including the reasonable and documented out-of-pocket fees, charges and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (limited to exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one primary additional counsel per affected party, in each case for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as and the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Appears in 1 contract

Samples: Intercreditor Agreement (Endurance International Group Holdings, Inc.)

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and each Related Party of any Arranger and their respective Affiliatesof the foregoing Persons, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for counsel, expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments waivers, modifications, waivers or extensions (including amendments, waivers, modifications or extensions proposed by the Borrower) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that the Borrower shall not be required to pay any fees and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or any other Related Parties incurred in connection with an assignment or participation of any rights or obligations of a Lender hereunder unless initiated by the Borrower under Section 2.18(b) other than as a result of a default by the Lender; and (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank (without duplication of amounts described in Section 2.11) in connection with the issuance, amendment, waiver, modification, extension or renewal (including proposed amendments, waivers, modifications, extensions or extension renewals) of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arrangerthe Issuing Bank, any Issuing Bank Lender or any Lenderthe Joint Lead Arrangers, including the fees, charges and disbursements of any counsel (limited to one counsel to including the reasonable allocated cost of in-house counsel) for the Administrative Agent, the Issuing Banks and Bank, any Lender or the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons)Joint Lead Arrangers, in connection with the enforcement or protection of its rights in connection with under this Agreement or the Loan Transaction Documents, including its rights under this Section, Section or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workoutworkout proceedings, restructuring enforcement costs and documentary taxes or negotiations in respect of such Loans or Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Medco Health Solutions Inc)

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