Fee; Costs and Expenses, etc Sample Clauses

Fee; Costs and Expenses, etc. NFC shall pay to the Agent as its fee for its services and the amounts set forth in the Fee Letter. NFC hereby agrees to reimburse the Agent for all reasonable out-of-pocket costs and expenses (including counsel fees and expenses, but excluding costs and expenses solely attributable to administrative overhead) incurred by the Agent in connection with the administration and enforcement of this Collateral Agreement and agrees to indemnify and hold harmless the Agent, the Support Credit Enhancers, the Depositary, the Liquidity Agent and the Liquidity Lenders from and against any and all losses (other than loss of profit), liabilities (including liabilities for penalties), actions, suits, judgments, demands, reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorney's fees and expenses but excluding costs and expenses attributable solely to administrative overhead) incurred by the Agent (in its capacity as Agent (including as Beneficiary under the Master Collateral Agency Agreement), the Depositary, the Liquidity Lenders, the Liquidity agent or the support Credit Enhancers in connection with the administration or enforcement of this Collateral Agreement or the Master Collateral Agency Agreement and also agrees to pay, indemnify, and to hold each Liquidity Lender, the Agent, the Liquidity Agent, the Depositary and the Support Credit Enhancers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or 52 modification of, or any waiver or consent under or in respect of, this Collateral Agreement or the Master Collateral Agency Agreement; provided, however, that NFC shall not be required to indemnify any Secured Party for any such loss, liability, action, suit, judgment, demand, cost or expense due to willful misconduct or gross negligence on the part of such Secured Party or its respective agents or employees. If NFC shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty on the part of NFC contained herein or repeated and reaffirmed herein shall be breached, the Agent may, with the consent of the Required Liquidity Providers, but shall not be required, to, do the same or cause it ...
Sample 1
AutoNDA by SimpleDocs
Fee; Costs and Expenses, etc. RFC shall pay to the Series 1997-1 Collateral Agent as its fee for its services the amounts as set forth in that certain fee letter between RFC and the Series 1997-1 Collateral Agent dated as of October 29, 1997. RFC hereby agrees to reimburse the Series 1997-1 Collateral Agent for all reasonable out-of-pocket costs and expenses (including counsel fees and expenses, but excluding costs and expenses solely attributable to administrative overhead) incurred by the Series 1997-1 Collateral Agent in connection with the administration and enforcement of this Series 1997-1 Collateral Agreement and agrees to indemnify and hold harmless the Series 1997-1 Collateral Agent, the Series 1997-1 Support Letter of Credit Providers, the GM Series 1997-1 Support Provider, the Depositary, the Series 1997-1 Liquidity Agent and the Series 1997-1 Liquidity Lenders from and against any and all losses (other than loss of profit), liabilities (including liabilities for penalties), actions, suits, judgments, demands, reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses but excluding costs and expenses attributable solely to administrative overhead) incurred by the Series 1997-1 Collateral Agent (in its capacity as Series 1997-1 Collateral Agent), the Depositary, the Series 1997-1 Liquidity Lenders, the Series 1997-1 Liquidity Agent, the GM Series 1997-1 Support Provider, or the Series 1997-1 Support Letter of Credit Providers in connection with the administration or enforcement of this Series 1997-1 Collateral Agreement or the Master Collateral Agency Agreement and also agrees to pay, indemnify, and to hold each Series 1997-1 Liquidity Lender, the Series 1997-1 Collateral Agent, the Series 1997-1 Liquidity Agent, the Depositary, the GM Series 1997-1 Support Provider, and the Series 1997-1 Support Letter of Credit Providers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Series 1997-1 Collateral Agreement or the Master Collateral Agency Agreement; provided, however, that RFC shall not be required to indemnify any Secured Party for any such loss, ...
Sample 1

Related to Fee; Costs and Expenses, etc

  • Costs and Expenses, etc The Administrative Agent shall have received for the account of each Lender, all fees, costs and expenses due and payable pursuant to Section 9.03 of the Credit Agreement, if then invoiced.

  • Payment of Fees, Costs and Expenses The Administrative Agent shall have received payment of all fees, costs and expenses, including, without limitation, all fees, costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent) in connection with this Amendment, the Credit Agreement and each other Loan Document, as required by Sections 8 and 9 hereof.

  • Fees, Costs and Expenses All fees, costs and expenses (including attorneys’ fees and expenses) incurred by any party hereto in connection with the preparation, negotiation and execution of this Agreement and the exhibits and schedules hereto and the consummation of the transactions contemplated hereby and thereby shall be the sole and exclusive responsibility of such party. In addition, the Company will pay the costs associated with any filings with, or compliance with any of the requirements of any governmental authorities.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) 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.

  • Attorneys’ Fees, Costs and Expenses In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  • Expenses, Etc The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for:

  • Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys’ fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Indemnification Costs and Expenses (a) Borrower agrees to indemnify and hold harmless Lender and each manager, partner, director, officer, employee, agent, attorney and affiliate thereof (each such person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, that (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.