Expenses Indemnification Etc. (a) Whether or not the transactions contemplated hereby shall be consummated, the Obligors will pay all expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the other Operative Agreements, including, without limitation: (i) the costs and expenses of preparing and reproducing this Agreement and the other Operative Agreements, of furnishing all opinions by counsel for the Obligors or the general partner of Star Gas (including any opinions requested by the Purchasers' special counsel, Xxxxxxx and Xxxxxx, as to any legal matter arising hereunder) and all certificates on behalf of the Obligors or the general partner of Star Gas, and of the Obligors' or the general partner of Star Gas's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (ii) the cost of delivering to each Purchaser's principal office, insured to such Purchaser's satisfaction, the Notes sold to such Purchaser hereunder and any Notes delivered to such Purchaser upon any substitution thereof pursuant to Section 14 and of such Purchaser's delivering any Notes, insured to such Purchaser's satisfaction, upon any such substitution; (iii) the fees, expenses and disbursements of the Purchasers' special counsel, Xxxxxxx and Xxxxxx, and the Purchasers' local counsel in connection with such transactions and any such amendments or waivers; (iv) the costs and expenses, including attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in enforcing (or determining whether or how to enforce) any rights under this Agreement or any other Operative Agreement including, without limitation, the Notes or in responding to any subpoena or other legal process in connection with this Agreement or the transactions contemplated hereby or by reason of any Purchaser or any subsequent holder of Notes having acquired any Note, including without limitation, costs and expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining a Private Placement Number for each series of the Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser in connection with such transactions and any such amendments or waivers. The Obligors also will pay, and will save the Purchasers and each other holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and ...
Expenses Indemnification Etc. (a) The Credit Parties, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. (a) The Company shall pay all reasonable costs, expenses, taxes and fees (i) incurred by the Agent Bank in connection with the preparation, execution and delivery of this Agreement, the Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the costs and professional fees of Alstxx & Xird, Atlanta, Georgia, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Agent Bank in connection with the administration of the Loans and the Loan Documents in accordance with the provisions thereof and the preparation, execution and delivery of any waiver, amendment or consent by the Banks, the Letter of Credit Banks or the Agent Bank relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Agent Bank; and (iii) actually incurred by the Agent Bank, the Letter of Credit Banks or any of the Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of counsel for the Agent Bank, the Letter of Credit Banks or the Banks.
Expenses Indemnification Etc. (a) The Company shall pay all reasonable costs, expenses, taxes and fees (i) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the Notes and all other documents incident hereto or thereto (collectively, the "Loan Documents") including, without limitation, the costs and professional fees of Xxxxxxx Xxxxxxx & Xxxxxxxx, New York, New York, whether or not any transaction contemplated hereby shall be consummated, and any and all stamp, intangible or other taxes that may be payable or determined in the future to be payable in connection therewith, (ii) incurred by the Administrative Agent in connection with the administration of the Term Loans and the Loan Documents in accordance with the provisions thereof and the preparation, execution and delivery of any waiver, amendment or consent by the Banks or the Administrative Agent relating to the Loan Documents including, without limitation, costs and professional fees of counsel for the Administrative Agent; and (iii) actually incurred by the Administrative Agent or any of the Banks in enforcing the Loan Documents including, without limitation, reasonable attorneys' fees of counsel for the Administrative Agent or the Banks.
Expenses Indemnification Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Administrative Agent for:
Expenses Indemnification Etc. (a) The Company will pay: (i) all out-of-pocket expenses, costs and fees of Lender, (including the reasonable fees and expenses of XxXxxxxxx Will & Xxxxx LLP, counsel to Lender), in connection with (A) the negotiation, preparation, execution and delivery of the Basic Documents and the extension of credit under this Agreement not to exceed $100,000 (which shall be deducted from the proceeds of the Loan delivered by Lender on the Effective Date) and (B) any modification, supplement or waiver of any of the terms of any Basic Document, and (ii) all out-of-pocket expenses, fees and costs of Lender (including counsel’s fees and expenses) in connection with (A) any Default and any enforcement or collection proceedings (including any bankruptcy, reorganization, workout or other similar proceeding) resulting from that Default or in connection with the negotiation of any restructuring or “work out” (whether or not consummated) of the obligations of the Company under the Basic Documents and (B) the enforcement of this Section 10.02.
Expenses Indemnification Etc. (a) Borrower agrees, subject to Section 7 of the Commitment Letter, to pay or reimburse:
Expenses Indemnification Etc. (a) The Company and each Guarantor, jointly and severally, agree to pay or reimburse:
Expenses Indemnification Etc. (a) The Company will pay: (i) all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel to Administrative Agent), in connection with (A) the negotiation, preparation, execution and delivery of the Basic Documents and the extension of credit under this Agreement and (B) any modification, supplement or waiver of any of the terms of any Basic Document and (ii) all out-of-pocket expenses of each Lender Party (including counsels' fees and expenses) in connection with (A) any Default and any enforcement or collection proceedings (including any bankruptcy, reorganization, workout or other similar proceeding) resulting from that Default or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Company under the Basic Documents and (B) the enforcement of this Section 10.02.
