Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. Whether or not the ----------------------------- transactions herein contemplated shall be consummated, the Company agrees to pay directly all of Purchaser's out-of-pocket expenses in connection with the entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable fees, expenses and disbursements of Xxxxxxxx & Xxx, PLC, Purchaser's counsel, the entering into of this Agreement and the consummation of duplicating and printing cost, and so long as Purchaser holds any of the Class B Preferred Stock, all such expenses relating to any amendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers or consents resulting from any work- out, restructuring or similar proceedings relating to the performance by the Company of its obligations under this Agreement. The Company also agrees that it will pay and save Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable in connection with the execution and delivery of this Agreement or the issuance of the Class B Preferred Stock, whether or not any shares of Class B Preferred Stock are then outstanding. The Company agrees to protect and indemnify Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Lender's out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Lender's counsel, duplicating and printing costs, and charges for shipping the Note, adequately insured, to the Lender at its main office or at such other place as it may designate, and so long as the Lender holds the Note, all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof. The Company also agrees that it will pay and save the Lender harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Note, whether or not any Note is then outstanding. The Company agrees to protect and indemnify the Lender against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the reasonable out-of-pocket expenses incurred by the Purchaser and each other holder of the Note (including reasonable fees and disbursements of the Purchaser and its counsel) in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby and all similar expenses of any holder of Notes relating to any amendment, waivers or consents requested or entered into pursuant to the provisions hereof or relating to any work-out or restructuring relating to the Company (including, without limitation, the reasonable fees and expenses of any financial consultant engaged by such holders in connection therewith). The Company also agrees that it will pay and save the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Note, whether or not the Note is then outstanding. The Company agrees to protect and indemnify the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement as a result of any action by the Company. Without limiting the foregoing, the Company agrees to obtain and pay for a private placement number for the Note and authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number.
Expenses, Stamp Tax Indemnity. The Company agrees to pay duplicating ----------------------------- and printing costs and charges for shipping the Note, adequately insured to Xxxxxx'x home office or at such other place as Abbott may designate, and all reasonable expenses of Abbott (including, without limitation, the reasonable fees and expenses of any financial advisor to Abbott) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions of this Agreement, including, without limitation, any proposed or actual amendments, waivers, or consents resulting from any work-out, re-negotiations, or restructuring relating to the performance by the Company of its obligations under this Agreement and the Note. The Company also agrees that it will pay and hold Abbott harmless against any and all liabilities with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Note, whether or not the Note is then outstanding. The Company agrees to protect and indemnify Abbott against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any Person engaged by a Purchaser) in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. The Company will pay the following expenses in connection with this Agreement and the transactions contemplated hereby: (a) duplicating and printing costs and charges for shipping the Notes, adequately insured to each original Holder's home or office or at such other place as such Holder may designate, and (b) all such expenses relating to any amendment, waivers or consents (whether or not consummated) pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company will pay, and indemnify each Holder against any liability for, brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement and resulting from an agreement or alleged agreement between the Company and such Person. As a condition to transferring the ownership of a Note on the Note Register, the Company may require that the Holder of the Note first pay to the Company the amount of any tax or governmental charge applicable to the transfer of the Note.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the other Senior Subordinated Debt Documents, the Equity Co-Investment Documents and the transactions contemplated hereby and thereby, including but not limited to the reasonable charges and disbursements of your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement, the other Senior Subordinated Debt Documents or the Equity Co-Investment Documents. The Company also agrees that it will pay and save you harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any other Person in connection with the transactions contemplated by this Agreement. You represent that you have not retained any broker in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the NHLP agrees to pay all expenses relating to the subject matter of this Indenture, including but not limited to:
Expenses, Stamp Tax Indemnity. Whether or not the transactions ----------------------------- herein contemplated shall be consummated, the Company agrees to pay directly the reasonable charges and disbursements (not to exceed $25,000 in the aggregate) of Gulfstream Financial Advisors, Inc. (the "Placement Agent"), your special counsel, duplicating and printing costs and charges for shipping the Notes and the Warrants, adequately insured to the Purchaser at the Purchaser's home office or at such other place as the Purchaser may designate, and all similar expenses relating to any amendment, waivers or consents pursuant to the provisions hereof. The Company also agrees that it will pay and save the Purchaser harmless from and against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes or the Warrants (but not in connection with a transfer of any Note or Warrant), whether or not any Notes are then outstanding. The Company agrees to protect and indemnify the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.
Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys' fees of one special counsel and, if reasonably required, local or other counsel) incurred by the Noteholders and the holders of Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guaranty Agreement, the Security Documents, the Intercreditor Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Noteholder and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses if any, of brokers and finders (other than those retained by the Noteholders). The Company also agrees that it will pay and save the Noteholders and each holder of Notes harmless against any and all liability with respect to stamp and other similar taxes not related to income, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement, the Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes, whether or not any Notes are then outstanding.
