Transaction Expenses and Amendment Expenses Sample Clauses

Transaction Expenses and Amendment Expenses. 14.5.1 The Borrower shall, within ten Business Days after the date of receipt of the relevant claim from the Credit Manager and (or) the Pledge Manager, reimburse the Finance Parties for all expenses reasonably incurred, documented, and preliminarily agreed upon with the Borrower (including fees of legal and any other consultants and appraisers subject to the reservations and assumptions with regard to the preliminarily agreed fees and excluding expenses which amount was reimbursed by the Debtor earlier in accordance with the Pledge Agreement) due to the Credit arrangement, negotiations, preparation, execution, and signing of the Finance Documents.

Related to Transaction Expenses and Amendment Expenses

Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Definitions As used in this Agreement, the following terms shall have the following meanings:
Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
Termination This Agreement may be terminated at any time prior to the Closing:
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;