Fees and Indemnities. 6.1 The Client must pay Pershing fees in connection with these sponsorship arrangements as advised by Pershing from time to time.
Fees and Indemnities. Clause 16 Any expenses in connection with the negotiation, conclusion and performance of this Guarantee Contract shall be borne by each Party for itself.
Fees and Indemnities. (a) You agree to reimburse the Commitment Parties for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, the reasonable and documented fees, actual disbursements and other out-of-pocket expenses of one primary counsel to the Commitment Parties (it being understood and agreed that Weil, Gotshal & Xxxxxx LLP shall act as primary counsel to the Commitment Parties), and of (x) one local counsel in each relevant state and one local counsel in each Material Jurisdiction, in each case, retained by the Lead Arrangers (each such counsel shall be subject to your reasonable consent (such consent not to be unreasonably withheld, delayed or conditioned)) and (y) solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Commitment Parties similarly situated and reasonable due diligence expenses) incurred in connection with the Facilities, the syndication thereof, the preparation of the Credit Documentation (as defined below) therefor and the other transactions contemplated hereby, whether or not the Closing Date occurs or any of the Credit Documentation is executed and delivered or any extensions of credit are made under either of the Facilities. Such amounts shall be paid on the earlier of (i) the Closing Date or (ii) three business days following the termination of this Commitment Letter as provided below. You agree to pay the fees set forth in (x) the separate fee letter addressed to you dated the date hereof from the Commitment Parties (the “Facilities Fee Letter”) and (y) the separate agency fee letter addressed to you dated March 16, 2016 from the Administrative Agent (the “Agency Fee Letter” and, together with the Facilities Fee Letter, the “Fee Letters”).
Fees and Indemnities. As consideration for our commitments and agreements hereunder, you agree to pay the fees set forth in the Fee Letter dated as of the date hereof among the parties hereto (the “Fee Letter”). You also agree to reimburse each initial Commitment Party from time to time on demand for all reasonable out-of-pocket fees and expenses (including due diligence expenses and the reasonable fees, disbursements and other charges of only one counsel (Xxxxxxx, Swaine & Xxxxx LLP) to the initial Commitment Parties, and of any local or regulatory counsel retained by the Commitment Parties, but not any internal counsel, and in each case subject to delivery to you of reasonable supporting documentation) incurred in connection with this Commitment Letter, the Fee Letter, the Facilities, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. You also agree to indemnify and hold harmless each Commitment Party, each affiliate thereof, the successors and permitted assigns of the foregoing and the officers, directors, employees, agents, controlling persons, advisors and other representatives of any of the foregoing (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions and any of the other transactions contemplated thereby or (b) the Facilities or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense (i) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (A) such Indemnified Party’s gross negligence or willful misconduct or (B) a material breach by such Indemnified Party of its agreements under this Commitment Letter or (ii) arises from a proceeding by an Indemnified Party against an Indemnified Party (other than a proceeding (x) involving any action or failure to act by you or any of your affiliates or (y) against a Commitment Party in its capacity as such or in its capacity as an...
Fees and Indemnities. 161 (a) You agree to pay the fees set forth in the separate fee letter addressed to you dated the 162 date hereof from the Commitment Parties (the “Fee Letter”). You also agree to reimburse the Commit- 163 ment Parties from time to time on demand for all reasonable out-of-pocket fees and expenses (including, 164 but not limited to, the reasonable fees, disbursements and other charges of Shearman & Sterling LLP, as 165 counsel to the Lead Arranger and the Administrative Agent, and of one local counsel to the Bridge Lend- 166 ers retained by the Lead Arranger in each applicable jurisdiction in which the Lead Arranger reasonably 167 determines such local counsel is necessary and due diligence expenses) incurred in connection with the 168 Bridge Facilities, the syndication thereof, the preparation of the financing documentation therefor and 169 with any other aspect of the Transaction and any of the other transactions contemplated hereby, whether 170 or not any extensions of credit are made under any of the Bridge Facilities. You acknowledge that we 171 may receive a benefit, including without limitation, a discount, credit or other accommodation, from any 172 of such counsel based on the fees such counsel may receive on account of their relationship with us in- 173 cluding, without limitation, fees paid pursuant hereto. 174 (b) You also agree to indemnify and hold harmless each of the Commitment Parties, each 175 other Bridge Lender and each of their affiliates, successors and assigns and their respective officers, di- 176 rectors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and 177 against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, dam- 178 ages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and 179 other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, 180 in each case arising out of or in connection with or by reason of (including, without limitation, in connec- 181 tion with any investigation, litigation or proceeding or preparation of a defense in connection therewith) 182 (a) any aspect of the Transaction and any of the other transactions contemplated thereby or (b) the Bridge 183 Facilities, or any use made or proposed to be made with the proceeds thereof, except to the extent such 184 claim, damage, loss, liability or expense is found in a final, non-appea...
Fees and Indemnities
