Without duplication the Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and any Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the L/C Obligations shall have been reduced to zero.
Without duplication. (3) Including amortization of goodwill, other intangibles, and financing fees and expenses.
Without duplication. (7) The aggregate of all expenditures of the Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of the Company and its Subsidiaries (other than those financed with secured Indebtedness permitted by Section 6.1 of the Credit Agreement or made or incurred pursuant to Section 6.8(b)(ii) of the Credit Agreement).
Without duplication. For the avoidance of doubt, no Loan Party shall be required to gross-up or indemnify a Recipient pursuant to this Section 2.17 for any Taxes to the extent another Loan Party has already grossed-up or indemnified such Recipient, or pay any Other Taxes to the extent another Loan Party has already paid such Other Taxes to the relevant Governmental Authority.
Without duplication the Borrower agrees to pay to the Administrative Agent, for the benefit of the Lenders ratably according to their respective Percentages, a non-use fee ("Non-Use Fee") on the average daily unused Commitments, payable quarterly in arrears on the last Business Day of each Fiscal Quarter (commencing with the first such date occurring after the Effective Date for the period from the Effective Date through and including such date) and on the Termination Date at a rate per annum equal to an amount determined based on the higher of the then current rating of the Senior Notes by Moody's and Standard & Poor's, all in the manner reflected in the chart below, or, if each of the named rating agencies cease rating the Senior Notes, carrying an equivalent rating by a nationally recognized rating agency. If the Senior Notes are defeased, repaid or otherwise not rated, then the applicable rating will be that of any other unsecured Indebtedness issued by the Borrower and rated by any of the foregoing rating agencies as provided in the immediately preceding sentence. If, for purposes of such chart, the ratings of any nationally recognized rating agency other than Moody's or Standard & Poor's become applicable, the rating of such agency shall be incorporated by reference into such chart as if set forth therein. If neither Moody's nor Standard & Poor's nor any other nationally recognized rating agency rates the Senior Notes or such other unsecured Indebtedness of the Borrower, the Non-Use Fee shown below in the far right column will be applicable. Any adjustment in the Non-Use Fee as a result of a change in the rating of the Senior Notes or such other unsecured Indebtedness, if applicable, by Moody's, Standard & Poor's or such other nationally recognized rating agency shall be effective as of the effective date of the change in such rating; provided that, notwithstanding the foregoing, in no event will the Non-Use Fee be reduced at any time when a Default has occurred and is continuing. For purposes hereof, the initial Non-Use Fee will be .150% per annum. -30- 37 RATING ----------------------------------------------------------------- BELOW BB+/Ba1 OR BBB/Baa2 OR ABOVE BBB-/ BB+/ NOT RATED Baa3 Ba1 ------------------------------------------------------------------------------------------- Non-Use Fee .150% .175% .250% .325%
Without duplication the Borrower agrees to pay directly to the Letter of Credit Issuer in Dollars upon each issuance or renewal of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower shall have agreed upon for issuances or renewals of, drawings under or amendments of, letters of credit issued by it.
Without duplication the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the “Revolving Credit Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Revolving Credit Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower (for the quarterly period (or portion thereof) ended on such day) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Revolving Credit Commitment Fee Rate in effect on such day on the Available Commitment in effect on such day.
Without duplication. The Seller shall pay to the Buyer any Tax indemnity required to be paid pursuant to the preceding sentence within 15 days of the Seller's receipt of a written request therefor from the Buyer describing in reasonable detail the Indemnified Taxes which are the subject of and basis for such Tax indemnity and the computation of the amount so payable; provided, that if Indemnified Taxes are being contested in accordance with Section 5.11(e), the Seller shall pay any required Tax indemnity to the Buyer within 15 days of final resolution of such contest. The failure of the Buyer to submit to the Seller a written request for indemnification under this Section 5.11 shall not relieve the Seller of its indemnity obligation under this Section 5.11. Subject to the limitations set forth in Section 5.11(f), the Buyer shall indemnify and hold harmless the Seller against the following amounts (including any Loss reasonably incurred in contesting or otherwise in connection with any such amounts) (also, collectively, "Indemnified Taxes"): Taxes imposed on or required to be withheld by the Company or any of the Subsidiaries (including, without limitation, Taxes imposed as a result of the Company or any of the Subsidiaries being included in an affiliated group that files consolidated or combined returns by reason of U.S. Treasury Regulation ss.1.1502-6 or any comparable provision of state, local or foreign law that provides for joint or several liability) with respect to any taxable year or period beginning after the Closing Date (including the portion of any Interim Period beginning after the Closing Date). The Buyer shall pay to the Seller any Tax indemnity required to be paid pursuant to the preceding sentence within 15 days of the Buyer's receipt of a written request therefor from the Seller describing in reasonable detail the Indemnified Taxes which are the subject of and basis for such Tax indemnity and the computation of the amount so payable; provided, that if indemnified taxes are being contested in accordance with Section 5.11(e), the Buyer shall pay any required Tax indemnity to the Seller within 15 days of final resolution of such contest. The failure of the Seller to submit to the Buyer a written request for indemnification under this Section 5.11 shall not relieve the Buyer of its indemnity obligation under this Section 5.11.
Without duplication the Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees as have been previously agreed in writing or as may be agreed in writing from time to time.
Without duplication. At least five Business Days before the Closing Date, Seller shall provide to Buyer a statement showing its good faith computations of any adjustments to the Purchase Price provided for and required under this Agreement, and including reasonable supporting detail (“Preliminary Settlement Statement”). The Preliminary Settlement Statement shall set forth the Purchase Price as adjusted as provided in this Section 2.6 using the best information available to Seller as of the date the Preliminary Settlement Statement is delivered to Buyer (the “Preliminary Purchase Price”). In the event Buyer objects in writing to Seller’s calculation of the Preliminary Purchase Price, not less than two Business Days prior to the Closing Date, Buyer and Seller shall use their reasonable best efforts to resolve such objections in a mutually acceptable manner prior to the Closing Date; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Buyer prior to the Closing Date, the Closing shall proceed using the Closing Date Title Adjustment Amount but otherwise using Seller’s calculation of the other components of the Preliminary Purchase Price, as adjusted to reflect any agreed resolution of any disputed item (as so adjusted, the “Adjusted Preliminary Purchase Price”) and subject to post-Closing true-up as any remaining disputed items are resolved in accordance with this Agreement.