Expenses and Indemnification. All reasonable out-of-pocket expenses ---------------------------- (including but not limited to reasonable legal fees and expenses and expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of the Arranger and the Administrative Agent associated with the syndication of the Bridge Facility and with the preparation, execution and delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of the documentation contemplated hereby are to be paid by Borrower. In addition, all reasonable out-of-pocket expenses (including but not limited to reasonable legal fees and expenses) of the Lenders and the administrative agent for the Bridge Facility for workout proceedings, enforcement costs and documentary and stamp taxes associated with the Bridge Facility are to be paid by Borrower. Borrower will indemnify the Lenders, UBS and UBSW and their respective affiliates, and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the proposed transactions, including but not limited to the Acquisition, the Merger, the Refinancing or any transactions related thereto and any actual or proposed use of the proceeds of any loans made under the Bridge Facility; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final judgment of a court of competent jurisdiction to have been incurred by reason of the bad faith, gross negligence or willful misconduct of such person. Borrower will indemnify the Lenders for withholding taxes imposed by any governmental authorities (subject to customary exceptions). Such indemnification shall consist of customary tax gross-up provisions. Requisite Lenders: Lenders holding at least a majority of ----------------- total Loans and commitments under the Bridge Facility, with certain customary modifications or amendments requiring the consent of Lenders holding a greater percentage (or all) of the total Loans and commitments under the Bridge Facility. Governing Law and Forum: The laws of the State of New York. Each ----------------------- party to the Bridge Documentation will waive the right to trial by jury and will consent to jurisdiction of the state and federal courts located in The City of New York. Counsel to UBSW and the A...
Expenses and Indemnification. To conform to the Existing Credit Agreement. Governing Law and Forum; Submission to Exclusive All Senior Subordinated Bridge Documentation shall be governed by the internal laws of the State of New York. The Borrower and the Guarantors will submit to the exclusive Jurisdiction: jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof. Counsel to the Bridge Facility Administrative Agent and the Lead Bridge Arrangers: Xxxxxx & Xxxxxxx LLP. ANNEX C-I Senior Subordinated Extended Term Loans Borrower: Same as Senior Subordinated Bridge Loans. Guarantees: Same as Senior Subordinated Bridge Loans. Security: None.
Examples of Expenses and Indemnification in a sentence
Expenses and Indemnification: Consistent with the Documentation Precedent.
Expenses and Indemnification: Consistent with the Propco Bank Debt Documentation Principles.
Expenses and Indemnification: Consistent with the Opco Bank Debt Documentation Principles.
Expenses and Indemnification The indenture will contain customary and appropriate provisions relating to indemnity, reimbursement, exculpation and other related matters between the Issuer and the Trustee.
Section 8.05 Trustee's Fees and Expenses and Indemnification...............
More Definitions of Expenses and Indemnification
Expenses and Indemnification. Substantially consistent with the Prepetition Term Loan Credit Agreement (without giving regard to Amendment No. 3 thereto) and expanded to include the payment or reimbursement to the 2L Exit Facility Lenders for all reasonable and documented out-of-pocket costs and expenses incurred by the 2L Exit Facility Lenders if the Closing Date occurs, in connection with (i) the preparation, negotiation and execution of the 2L Exit Facility Documents; (ii) the funding of the 2L Exit Facility; (iii) the creation, perfection or protection of the liens under the 2L Exit Facility Documents (including all search, filing and recording fees); and (iv) the on-going administration or enforcement of the 2L Exit Facility Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto); provided that (a) with respect to clauses (i), (ii) and (iii), legal expenses shall be limited to the reasonable and documented attorneys’ fees, disbursements, and expenses of Faegre Drinker Bxxxxx & Rxxxx LL, counsel to the 1L Exit Facility Administrative Agent and Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel to the Ad Hoc Group (as defined in the Restructuring Support Agreement) and, to the extent reasonably necessary, one firm to serve as local counsel for the applicable parties or groups in connection with the transactions) and (b) solely with respect to clause (iv), such out-of-pocket costs and expenses shall be limited to those of each 2L Exit Facility Lender or group of 2L Exit Facility Lenders holding at least 25% of the loans under the 2L Exit Facility. Governing Law and Forum: New York. EXHIBIT F 3L Exit Facility Term Sheet EXHIBIT F QualTek Services, Inc. 3L Exit Facility Summary of Principal Terms and Conditions This 3L Exit Facility Term Sheet (the “Term Sheet”) provides an outline of a proposed financing and does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein. This Term Sheet is for discussion purposes only, is non-binding, and is neither an expressed nor implied offer with regard to any financing, to arrange, provide or purchase any loans in connection with the transactions contemplated hereby or to arrange, provide or assist in arranging or providing the potential financing described herein. Any agreement to provide the 3L Exit Facility (as defined below) or any other financing arr...
Expenses and Indemnification. The Borrowers shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Bridge Administrative Agent and the Lead Arrangers incurred on or after the Closing Date (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request associated with the syndication of the Senior Bridge Loans and the preparation, execution, delivery and administration of the Senior Bridge Loan Documents and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Bridge Administrative Agent and the Lead Arrangers taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction and, solely in a conflict of interest, one additional counsel in each relevant material jurisdiction) and (b) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Bridge Administrative Agent within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Bridge Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction and, solely in a conflict of interest, one additional counsel in each relevant material jurisdiction) in connection with the enforcement of the Senior Bridge Loan Documents or protection of rights thereunder. The Bridge Administrative Agent, the Lead Arrangers and the Lenders (and their respective affiliates and their respective officers, directors, employees, agents, advisors and other representatives) (each, an “indemnified person”) will be indemnified for and held harmless against any losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and, if reasonably necessary, one local counsel in any relevant material jurisdiction and, solely in the case of an actual conflict of interest, one additional counsel to the affected indemnified persons similarly situated, taken as a whole, in each relevant material jurisdiction (and, if reasonably necessa...
Expenses and Indemnification. Customary expenses and indemnification provisions, including, without limitation, the payment of all expenses and costs of each Lender in connection with enforcement proceedings or any workout or restructuring of the Loans.
Expenses and Indemnification. The Credit Documentation shall provide for the reimbursement of usual and customary expenses of the Administrative Agent, the Arranger, the Lenders and the Issuing Bank on terms consistent with the Documentation Principles. The Credit Documentation shall provide for the Borrowers to indemnify the Administrative Agent, the Arranger, the Lenders and the Issuing Bank (together with their respective affiliates (and controlling persons) and the respective officers, directors, employees, agents, members (and successors and permitted assigns) of each of the foregoing) and hold them harmless from and against costs, expenses and liabilities on terms consistent with the Documentation Principles (with customary exceptions, including exceptions for gross negligence or willful misconduct of indemnified parties). Other: Credit Documents will include customary defaulting lender provisions, Bail-In provisions, Beneficial Ownership Certification provisions, Qualified Financial Contracts provisions, LLC Division provisions, LIBOR replacement provisions, lender replacement provisions, and others on terms consistent with the Documentation Principles. Governing Law and Forum: State of Oklahoma Counsel to the Administrative Agent: Xxxxxxxx Xxxxxxx, Lawyers PLLC and Xxxxxxxxx LLP. Annex I
Expenses and Indemnification. In addition to those out-of-pocket expenses reimbursable under the Commitment Letter, all reasonable out-of-pocket expenses of the Lead Arranger and the Administrative Agent (and the Lenders for enforcement costs and documentary taxes) associated with the preparation, execution and delivery of any waiver or modification (whether or not effective) of, and the enforcement of, any Interim Loan Document (including the reasonable [INTERIM LOAN] fees, disbursements and other charges of counsel for the Lead Arranger) are to be paid by Xxxxxxxx. Borrower will indemnify each of the Lead Arranger, the Administrative Agent and the other Lenders and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel for the Lead Arranger) and liabilities arising out of or relating to any litigation or other proceeding (regardless of whether the Lead Arranger, the Administrative Agent or any such other Lender is a party thereto) that relates to the Transactions (excluding litigation among Lenders), except to the extent arising solely from such person's bad faith, gross negligence or willful misconduct. Governing Law and Forum: New York.
Expenses and Indemnification. Substantially as set forth in the Draft OpCo Credit Agreement.
Expenses and Indemnification. The Borrower shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent, the Syndication Agent and the Arrangers associated with the syndication of the Facilities and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of a single counsel (plus any local or specialized counsel)), (b) fees pay able by the Administrative Agent, the Syndication Agent or to third parties in connection with the satisfaction of the conditions precedent referred to above, regardless of whether the Credit Documentation is signed and (c) all out-of-pocket expenses of the Administrative Agent, the Syndication Agent and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documentation. The Administrative Agent, the Syndication Agent, the Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the pro posed use of the proceeds thereof (except to the extent resulting from the gross negligence or willful misconduct of the indemnified party). Governing Law and Forum: State of New York. Counsel to the Administrative Agent, the Syndication Agent and Arrangers: Davix Xxxx & Xardxxxx. Definitions: Additional Capital = proceeds of equity issuances by Holdings (including the Equity Issuance) + proceeds of offerings of debt securities by Holdings (including the Notes Offering) + proceeds of Qualifying Subordinated Debt issued after the Closing Date + excess cash flow for fiscal years from and after 2001 (to the extent not required to be applied to prepay the Facilities) - $2,775,000,000 - any proceeds of equity issuances used to cure breaches of financial maintenance covenants as provided under "Financial Covenant Default Cure Provisions" above, except under circumstances to be agreed. Adjusted EBITDA = EBITDA + trailing four quarter dark fiber sales cash revenues. Contributed Capital = equity contributed by Parent + Equity Issuance cash proceeds + other cash equity proceeds + Total Debt EBITDA = net income + interest expense (including the interest component of rental expense under the ADP) + income taxes + de...