Expenses Etc. The Company agrees (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Xxxxxx & Xxxxxx in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note and any of the other Credit Documents, and the making of the Loan hereunder and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement, the Note or any of the other Credit Documents, (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank (including reasonable counsels' fees and expenses) in connection with the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the other Credit Documents and (c) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank and its directors, officers, employees, agents and affiliates from, and agrees to hold each of them harmless against any and all losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such indemnified person is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated thereby.
Appears in 2 contracts
Samples: Credit Agreement (First Commonwealth Corp), Credit Agreement (United Trust Inc /Il/)
Expenses Etc. The Company agrees Obligors shall pay or reimburse each of the Banks and the Administrative Agent for: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Winthrop, Stimson, Xxxxxx & Xxxxxx Xxxxxxx, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Notes and any of the other Credit Documents, documents contemplated by or referred to herein and the making of the Loan Loans hereunder and (ii) any amendment, modification, modification or waiver or extension of any of the terms of this Agreement, the Note Notes or any of the such other Credit Documents, documents; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Banks and the Administrative Agent (including reasonable counsels' fees and expenses) in connection with the enforcement enforcement, protection, preservation or exercise of any of their rights under this Agreement, the Note or any of Notes and the other Credit Documents documents contemplated by or any rights or remedies of the Bank thereunder, or at law, or in equity, referred to herein; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the Notes or any other Credit Documents and document referred to herein. Each Obligor shall (cto the fullest extent permitted by applicable law) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protectingindemnify the Administrative Agent, the Liens created or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank Banks and its each affiliate thereof and their respective directors, officers, employees, employees and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, claimsliabilities, damagesclaims or damages to which any of them may become subject, liabilities (insofar as such losses, liabilities, claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that damages arise out of or in any way relate to or result from the making any actual or proposed use by any Obligor of the proceeds of any Loan hereunder and/or the negotiation, execution, delivery or performance of this Agreement or the other transactions contemplated hereby Notes or therebyany Loan made or to be made hereunder or from any investigation, including, without limitation, any investigation or litigation or other proceedings proceeding (whether including any threatened investigation or not proceeding) relating to the foregoing, and the Obligors shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any such indemnified person is a party to any action investigation or proceeding out of which (but excluding any of the foregoing arise)such losses, other than any of the foregoing liabilities, claims, damages, or expenses to the extent incurred extent, but only to the extent, caused by reason of action taken which constitutes the gross negligence or wilful willful misconduct of the person Person to be indemnified). The Bank shall not be responsible or liable If and to the Company or extent that the obligations of any other Person Obligor under the preceding sentence may be unenforceable for any consequential reason, such Obligor shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages which and expenses referred to above as may be alleged as a result of this Agreement or any action or omission permitted by the Bank in connection therewith or the transactions contemplated therebyapplicable law.
Appears in 2 contracts
Samples: Credit Agreement (Cablevisions System Corp /Ny), Credit Agreement (CSC Holdings Inc)
Expenses Etc. The Company agrees to pay or reimburse each of the Lenders, each Issuing Bank and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & Xxxxxx XxXxxx LLP, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Designation Letters and any of the other Credit DocumentsNotes, and the making of the Loan Loans hereunder and the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (ii) any amendment, modificationmodification or waiver (whether or not such amendment, modification or waiver or extension shall become effective) of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Notes; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Lenders, each Issuing Bank and the Administrative Agent (including reasonable counsels' fees and expenses’ fees) in connection with the enforcement of this Agreement, the Note any Designation Letter or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Notes; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any Designation Letter, any of the Notes or any other Credit Documents and (c) document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documentsherein. The Company hereby indemnifies agrees to indemnify the Administrative Agent, each Issuing Bank and its each Lender and each of their respective Affiliates, and each of the respective directors, officers, employees, agents and affiliates advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and agrees to hold each of them harmless against any and all losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) and related expenses, including the reasonable expenses that arise out fees, charges and disbursements of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or therebycounsel for any Indemnitee, including, without limitation, any investigation or litigation or other proceedings (whether or not such indemnified person is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible asserted against any Indemnitee arising out of, in connection with, or liable to the Company or any other Person for any consequential damages which may be alleged as a result of (i) the execution or delivery of this Agreement or any action agreement or omission instrument contemplated hereby, the performance by the Bank in connection therewith Credit Agreement parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.
Appears in 1 contract
Expenses Etc. The Company Each Borrower severally agrees to pay or ------------- reimburse each of the Lenders and the Administrative Agent, as the case may be, within 15 days after receipt of written demand for: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-of- pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx, special New York counsel to the Administrative Agent and the Lenders), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Documents and the making extension of the Loan credit hereunder and (ii) any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, ; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including including, without limitation, reasonable counsels' fees and expensesfees) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the protection or preservation of rights or interests following an Event of Default or the negotiation of any restructuring or "work- out" (whether or not consummated) of the obligations of the Obligors hereunder and under the other Credit Documents following an Event of Default and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 13.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Documents and (c) or any other document referred to pay filing and recording fees relating toherein or therein, and taxes and other charges incurred provided, that a -------- Borrower shall have no payment or reimbursement obligations under this Section 13.03 in connection with perfecting, maintaining and protecting, any of the Liens created foregoing events or contemplated to be created pursuant circumstances that relate solely to the Security Documentsother Borrower. The Company Each Borrower hereby indemnifies severally agrees (i) to indemnify the Bank Administrative Agent and its each Lender, their respective Affiliates and their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings, but excluding any investigation, litigation or proceeding solely between Lenders or between the Administrative Agent and any Lender or Lenders), whether or not the Administrative Agent or any Lender or such other indemnified person Person is a party thereto, relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Borrowers or any of which their Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified. The Bank shall ) and (ii) not be responsible or liable to assert any claim against the Company Administrative Agent, any Lender, any of their affiliates, or any other Person of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated therebyherein or in any other Credit Document, other than claims arising by reason of the gross negligence or willful misconduct of any such Person; provided that a Borrower -------- shall have no indemnification obligation under this Section 13.03 in connection with any of the foregoing events or circumstances that related solely to the other Borrower.
Appears in 1 contract
Expenses Etc. The Company agrees to pay or reimburse each of the Banks and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Xxxxxx Milbank, Tweed, Hadlex & Xxxxxx McClox, xxxcial New York counsel to the Banks and the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Designation Letters and any of the other Credit DocumentsNotes, and the making of the Loan Loans hereunder and (ii) any amendment, modificationmodification or waiver (whether or not such amendment, modification or waiver or extension shall become effective) of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Notes; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Banks and the Administrative Agent (including reasonable counsels' fees and expensesfees) in connection with the enforcement of this Agreement, the Note any Designation Letter or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Notes; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any Designation Letter, any of the Notes or any other Credit Documents and (c) document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documentsherein. The Company hereby indemnifies agrees to indemnify the Administrative Agent and each Bank and its their respective directors, officers, employees, employees and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities costs, expenses, taxes or penalties incurred by any of them arising out of, by reason of or as a consequence of (i) any representation or actions warranty made or other proceedings commenced or threatened deemed to be made by the Company in respect thereof) and reasonable expenses that arise out of Section 7 hereof or in any way relate Designation Letter proving to have been false or result from the making misleading as of the Loan hereunder time made in any material respect or the other transactions contemplated hereby or thereby, including, without limitation, (ii) any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to any action actual or proceeding out proposed use by the Company or any Subsidiary of which the Company of the proceeds of any of the foregoing arise)Loans, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages, costs, expenses, taxes or penalties incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated thereby).
Appears in 1 contract
Samples: Credit Agreement (Newell Co)
Expenses Etc. The Company Whether or not any of the transactions contemplated by this Agreement are consummated, each of the Partnership and the Borrower, jointly and severally, agrees to reimburse (aor cause to be reimbursed) to pay or xxxx- xxxxx the Bank Primary Insurer and the Administrative Agent on demand for the reasonable all out-of-pocket costs and expenses of the Bank each (including without limitation all commissions, charges, costs and expenses, if any, for the reasonable conversion of currencies, fees and expenses of Xxxxxx & Xxxxxx legal counsel, consultants and advisors and travel-related costs and expenses) made, paid, suffered or incurred in connection with (ia) the preparation, negotiation, preparation, execution and delivery delivery, syndication (both before and after the Closing Date) and, where appropriate, authentication, registration and recordation of this Agreement, the Note other Financing Documents and any other documents and instruments related hereto or thereto (including legal opinions), (b) any amendment or modification to, or the protection or preservation of any right or claim under, or consent or waiver in connection with, this Agreement or any other Financing Document, any such other document or instrument related hereto or thereto or any Collateral, (c) the authentication, registration, translation, syndication and recordation (where appropriate) and the delivery of the other Credit Documents, evidences of indebtedness relating to the Oil Payments and the making of the Loan hereunder disbursements thereof and (iid) any amendmentthe syndication or reinsurance (prior to or after the date hereof), modification, waiver or extension of any of the terms administration and enforcement (including with respect to a workout) of this Agreement, the Note other Financing Documents and any other documents and instruments referred to herein or any therein. Each of the other Credit Documents, (b) Partnership and the Borrower hereby jointly and severally agrees to pay or reimburse indemnify the Bank for all reasonable out-of-pocket costs Primary Insurer and expenses of the Bank (including reasonable counsels' fees Administrative Agent and expenses) in connection with the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the other Credit Documents and (c) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank and its their respective directors, officers, employees, agents and affiliates Affiliates from, and agrees to hold each of them harmless against against, any and all losses, claims, damages, liabilities (claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise Losses incurred by it arising out of or in any way relate to or result from the making by reason of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether including without limitation any threatened investigation or not litigation or other proceedings) relating to, arising out of or resulting from the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, including without limitation the fees and disbursements of counsel incurred in connection with any such indemnified person is a party investigation or litigation or other proceedings. Without limiting the generality of the foregoing, each of the Partnership and the Borrower shall jointly and severally indemnify the Administrative Agent and the Primary Insurer and their respective directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any claims or Losses, including without limitation those described in the preceding sentence relating to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged Environmental Law including without limitation those arising as a result of the past, present or future operations of the Partnership, the Borrower or any of their Affiliates (or any predecessor in interest to the Partnership or any of its Affiliates) or the environmental contamination of any site or facility owned, operated or leased at any time by the Partnership or any of its Affiliates (or any such predecessor in interest), any Release or threatened Release of any Hazardous Substance by the Partnership or any of its Affiliates (or any such predecessor in interest) at or from any such site or facility, or any claim or Loss relating to any Environmental Law in connection with the Xxxxx Project including without -15- limitation any such claim or Loss, arising as a result of operations, environmental contamination or any Release or threatened Release that shall occur during any period when the Administrative Agent or the Primary Insurer shall be in possession of any such site or facility following the exercise by the Primary Insurer or the Administrative Agent of any of its rights and remedies under this Agreement or any action of the Security Documents, that is related to the operations, compliance, environmental contamination or omission any Release or threatened Release occurring prior to such period or relates to conditions previously in existence, or of practices employed by the Bank in connection therewith Partnership or any of its Affiliates, at such site or facility and the Partnership waives any rights it may have under any Environmental Law relating to this indemnity or the transactions contemplated therebyPrimary Insurer or the Administrative Agent.
Appears in 1 contract
Samples: Reimbursement Agreement (Neches River Holding Corp)
Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & Xxxxxx XxXxxx LLP, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Designation Letters and any of the other Credit Documents, Notes and the making of the Loan Loans hereunder and (ii) any amendment, modificationmodification or waiver (whether or not such amendment, modification or waiver or extension shall become effective) of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Notes; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including reasonable counsels' fees and expensesfees) in connection with the enforcement of this Agreement, the Note any Designation Letter or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Notes; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any Designation Letter, any of the Notes or any other Credit Documents and (c) document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documentsherein. The Company hereby indemnifies agrees to indemnify the Bank Administrative Agent and its each Lender and their respective directors, officers, employees, employees and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities costs, expenses, taxes or penalties incurred by any of them arising out of, by reason of or as a consequence of (i) any representation or actions warranty made or other proceedings commenced or threatened deemed to be made by the Company in respect thereof) and reasonable expenses that arise out of Section 7 or in any way relate Designation Letter proving to have been false or result from the making misleading as of the Loan hereunder time made in any material respect or the other transactions contemplated hereby or thereby, including, without limitation, (ii) any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to any action actual or proceeding out proposed use by the Company or any Subsidiary of which the Company of the proceeds of any of the foregoing arise)Loans, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages, costs, expenses, taxes or penalties incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated thereby).
Appears in 1 contract
Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Xxxxxx Milbank, Tweed, Hadlxx & Xxxxxx XcClxx, xxecial New York counsel to Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Basic Documents and the making extension of the Loan credit hereunder and (ii) any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Basic Documents, ; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including including, without limitation, reasonable counsels' fees and expensesfees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated), or the obligations of the Company hereunder and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 11.03; and (c) all transfer, stamp, documentary documentary, intangibles or other similar taxes, assessments or charges levied by any Credit Agreement 76 -71- governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein and (c) to pay filing and recording fees relating toall costs, and taxes expenses, taxes, assessments and other charges incurred in connection with perfectingany filing, maintaining and protectingregistration, the Liens created recording or perfection of any security interest contemplated by any Basic Document or any other document referred to be created pursuant to the Security Documentstherein. The Company hereby indemnifies agrees (i) to indemnify the Bank Administrative Agent and its each Lender and their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. The Bank shall not Without limiting the generality of the foregoing, the Company will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement or Section 5.02 of the In-Flight Guarantee and Security Agreement to which remittances in respect to Accounts, as defined therein, are to be responsible made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or liable expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any other Person for of its Subsidiaries), or the past, present or future condition of any consequential damages which may be alleged as a result of this Agreement site or facility owned, operated or leased by the Company or any action of its Subsidiaries (or omission any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Bank in connection therewith Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the transactions contemplated thereby.Security Documents but only to the extent that such Release or threatened Release is directly or indirectly attributable to facts, circumstances or Releases of Hazardous Materials existing prior to the date of such possession. Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Expenses Etc. The Company agrees to pay or reimburse each of the Lenders, each Issuing Bank and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Xxxxxx Milbank, Tweed, Hxxxxx & Xxxxxx MxXxxx LLP, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Designation Letters and any of the other Credit DocumentsNotes, and the making of the Loan Loans hereunder and the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (ii) any amendment, modificationmodification or waiver (whether or not such amendment, modification or waiver or extension shall become effective) of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Notes; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Lenders, each Issuing Bank and the Administrative Agent (including reasonable counsels' fees and expenses’ fees) in connection with the enforcement of this Agreement, the Note any Designation Letter or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Notes; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any Designation Letter, any of the Notes or any other Credit Documents and (c) document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documentsherein. The Company hereby indemnifies agrees to indemnify the Administrative Agent, each Issuing Bank and its each Lender and each of their respective Affiliates, and each of the respective directors, officers, employees, agents and affiliates advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and agrees to hold each of them harmless against any and all losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) and related expenses, including the reasonable expenses that arise out fees, charges and disbursements of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or therebycounsel for any Indemnitee, including, without limitation, any investigation or litigation or other proceedings (whether or not such indemnified person is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible asserted against any Indemnitee arising out of, in connection with, or liable to the Company or any other Person for any consequential damages which may be alleged as a result of (i) the execution or delivery of this Agreement or any action agreement or omission instrument contemplated hereby, the performance by the Bank in connection therewith Credit Agreement parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.
Appears in 1 contract
Expenses Etc. The Company agrees to pay or reimburse each of -------------- the Banks and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-of- pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & Xxxxxx XxXxxx, special New York counsel to Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Basic Documents and the making of the Loan Loans hereunder and (ii) any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Basic Documents, ; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Banks and the Administrative Agent (including including, without limitation, reasonable counsels' fees and expensesfees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work- out" (whether or not consummated) of the obligations of the Company hereunder or under any of the other Basic Documents and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 11.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein and (c) to pay filing and recording fees relating toall costs, and taxes expenses, taxes, assessments and other charges incurred in connection with perfectingany filing, maintaining and protectingregistration, the Liens created recording or perfection of any security interest contemplated by any Basic Document or any other document referred to be created pursuant to the Security Documentstherein. The Company hereby indemnifies agrees to indemnify the Administrative Agent and each Bank and its their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereofthan liability of the Administrative Agent to any Bank) and reasonable expenses that arise arising out of or in any way relate to or result from the making by reason of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings and whether or not the Administrative Agent or such indemnified person Bank or other Person is a party thereto) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified). The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of this Credit Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated thereby.---------------- -61-
Appears in 1 contract
Samples: Credit Agreement (Capital Re Corp)
Expenses Etc. The Company agrees shall pay or reimburse each of the Banks and the Administrative Agent for: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Winthrop, Stimson, Xxxxxx & Xxxxxx Xxxxxxx, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Notes and any of the other Credit Documentsdocuments contemplated by or referred to herein, and the making of the Loan Loans and the issuance of Syndicated Letters of Credit or Bank Letters of Credit hereunder and (ii) any amendment, modification, modification or waiver or extension of any of the terms of this Agreement, the Note Notes or any of the such other Credit Documents, documents; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Banks and the Administrative Agent (including reasonable counsels' fees and expenses) in connection with the enforcement enforcement, protection, preservation or exercise of any of their rights under this Agreement, the Note or any of Notes and the other Credit Documents documents contemplated by or any rights or remedies of the Bank thereunder, or at law, or in equity, referred to herein; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the Notes or any other Credit Documents and (c) document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documentsherein. The Company hereby indemnifies shall (to the Bank fullest extent permitted by applicable law) indemnify the Administrative Agent, the Predecessor Agents, the Banks and its each affiliate thereof and their respective directors, officers, employees, employees and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, claimsliabilities, damagesclaims or damages to which any of them may become subject, liabilities (insofar as such losses, liabilities, claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that damages arise out of or in any way relate to or result from any actual or proposed use by the making Company of the Loan proceeds of any of the extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) hereunder and/or the negotiation, execution, delivery or performance of this Agreement or the Notes or any extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) made or to be made hereunder or the other transactions contemplated hereby or therebyfrom any investigation, including, without limitation, any investigation or litigation or other proceedings proceeding (whether including any threatened investigation or not proceeding) relating to the foregoing, and the Company shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any such indemnified person is a party to any action investigation or proceeding out of which (but excluding any of the foregoing arise)such losses, other than any of the foregoing liabilities, claims, damages, or expenses to the extent incurred extent, but only to the extent, caused by reason of action taken which constitutes the gross negligence or wilful willful misconduct of the person Person to be indemnified). The Bank shall not be responsible or liable If and to the extent that the obligations of the Company or any other Person under the preceding sentence may be unenforceable for any consequential reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages which and expenses referred to above as may be alleged as a result of this Agreement or any action or omission permitted by the Bank in connection therewith or the transactions contemplated therebyapplicable law.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Expenses Etc. The Company agrees shall pay or reimburse each of the Banks and the Administrative Agent (including, without limitation, in its capacity as Collateral Agent) for: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Xxxxxx & Xxxxxx Pillsbury Winthrop LLP, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Notes and any of the other Credit Loan Documents, and the making of the Loan Loans and the issuance of Syndicated Letters of Credit or Bank Letters of Credit hereunder and (ii) any amendment, modification, modification or waiver or extension of any of the terms of this Agreement, the Note Notes or any of the other Credit such Loan Documents, ; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Banks and the Administrative Agent (including reasonable counsels' fees and expenses) in connection with the enforcement enforcement, protection, preservation or exercise of any of their rights under this Agreement, the Note or any of Notes and the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the Notes or any other Credit Documents and (c) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security DocumentsLoan Document. The Company hereby indemnifies shall (to the Bank fullest extent permitted by applicable law) indemnify the Administrative Agent, the Banks and its each affiliate thereof and their respective directors, officers, employees, employees and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, claimsliabilities, damagesclaims or damages to which any of them may become subject, liabilities (insofar as such losses, liabilities, claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that damages arise out of or in any way relate to or result from any actual or proposed use by the making Company of the proceeds of any of the extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) hereunder and/or the negotiation, execution, delivery or performance of this Agreement, the Notes or any other Loan Document or any extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) made or to be made hereunder or the other transactions contemplated hereby or therebyfrom any investigation, including, without limitation, any investigation or litigation or other proceedings proceeding (whether including any threatened investigation or not proceeding) relating to the foregoing, and the Company shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any such indemnified person is a party to any action investigation or proceeding out of which (but excluding any of the foregoing arise)such losses, other than any of the foregoing liabilities, claims, damages, or expenses to the extent incurred extent, but only to the extent, caused by reason of action taken which constitutes the gross negligence or wilful willful misconduct of the person Person to be indemnified). The Bank shall not be responsible or liable If and to the extent that the obligations of the Company or any other Person under the preceding sentence may be unenforceable for any consequential reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages which and expenses referred to above as may be alleged as a result of this Agreement or any action or omission permitted by the Bank in connection therewith or the transactions contemplated thereby.applicable law. 63
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Expenses Etc. The Company agrees to pay or reimburse (a) to pay or xxxx- xxxxx the Bank on demand Administrative Agent for the paying all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & Xxxxxx XxXxxx, special New York counsel to Chase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, Agreement and the Note and any of the other Credit Documents, Notes and the making of the Loan Loans hereunder and (ii) the negotiation and preparation of any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Notes (whether or not consummated); (b) to pay or reimburse each Bank and the Bank Administrative Agent for all Credit Agreement paying its reasonable out-of-pocket costs and expenses of (including, without limitation, the Bank (including reasonable counsels' fees and expensesexpenses of its legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, (ii) the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Company hereunder and (iii) the enforcement of this Agreement, Section 11.03; and (c) each Bank and the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, and Administrative Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the Notes or any other Credit Documents and (c) document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documentsherein. The Company hereby indemnifies agrees to indemnify the Administrative Agent and each Bank and its their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages and expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages and expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified). The Without limiting the generality of the foregoing, the Company will indemnify the Administrative Agent and each Bank shall not from, and hold the Administrative Agent and each Bank harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be responsible indemnified) arising under any Environmental Law as a result of the past, present or liable future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any other Person for of its Subsidiaries), or the past, present or future condition of any consequential damages which may be alleged as a result of this Agreement site or facility owned, operated or leased by the Company or any action of its Subsidiaries (or omission any such predecessor in interest), or any release (within the meaning of any Environmental Law) or threatened release of any hazardous materials (within the meaning Credit Agreement of any Environmental Law) from any such site or facility, including any such release or threatened release which shall occur during any period when the Administrative Agent or any Bank shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank in connection therewith or the transactions contemplated therebyof any of its rights and remedies hereunder.
Appears in 1 contract
Samples: Credit Agreement (Bowater Inc)
Expenses Etc. The Company agrees (a) to shall pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Xxxxxx & Xxxxxx in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note and any of the other Credit Documents, and the making of the Loan hereunder and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement, the Note or any of the other Credit Documents, (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of incurred by the Bank Lender (including the reasonable counsels' fees fees, charges and expenses) disbursements of counsel for the Lender), in connection with the enforcement collection, enforcement, workout or restructuring of this Agreement, the Note or any of Agreement and the other Credit Loan Documents or any rights amendments, modifications or remedies waivers of the Bank thereunderprovisions hereof or thereof, or at lawthe negotiation and preparation of any such amendments, modifications or in equity, and all transfer, stamp, documentary waivers (whether or other similar taxes, assessments not the transactions contemplated hereby or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the other Credit Documents and (c) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to thereby shall be created pursuant to the Security Documentsconsummated). The Company hereby indemnifies shall indemnify the Bank Lender and its the Lender’s Affiliates and the partners, directors, officers, employees, agents agents, trustees and advisors of the Lender and of the Lender’s affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and agrees to hold each of them harmless against any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or actions asserted against any Indemnitee by any third party or other proceedings commenced by the Company or threatened in respect thereof) and reasonable expenses that arise any Restricted Subsidiary arising out of (i) the breach of any representation or in warranty or the execution or delivery by the Company or any way relate to Restricted Subsidiary of this Agreement, any other Loan Document or result from any agreement or instrument contemplated hereby or thereby, the making performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Loan hereunder or the other transactions contemplated hereby or thereby, includingor the administration of this Agreement and the other Loan Documents, without limitation(ii) the use or proposed use of proceeds of the Note or Loan (except to the extent that such losses, claims, damages, liabilities and related expenses arose solely from the Other Agreements and not from any Loan Document; it being understood and agreed by the Company and Lender that nothing herein or in any other Loan Document shall limit or prejudice the expense and indemnification provisions of the Other Agreements), or (iii) any claim, litigation, investigation or litigation or other proceedings (whether or not such indemnified person is a party proceeding relating to any action or proceeding out of which any of the foregoing arise)foregoing; provided that the indemnity provided in this Section 21 shall not, other than as to any of the foregoing Indemnitee, be available to the extent incurred that such losses, claims, damages, liabilities or related expenses are determined by reason a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated therebysuch Indemnitee.
Appears in 1 contract
Expenses Etc. The Company Whether or not any of the transactions contemplated by this Agreement are consummated, the Borrower agrees to reimburse (aor cause to be reimbursed) to pay or xxxx- xxxxx the Bank Administrative Agent, each Letter of Credit Issuer and each Working Capital Lender on demand for the reasonable all out-of-pocket costs and expenses of each of the Bank Working Capital Lenders, Letter of Credit Issuers and the Administrative Agent (including without limitation all commissions, charges, costs and expenses, if any, for the reasonable conversion of currencies, fees and expenses of Xxxxxx & Xxxxxx legal counsel, consultants and advisors and travel-related costs and expenses) made, paid, suffered or incurred in connection with (ia) the preparation, negotiation, preparation, execution and delivery delivery, syndication (both before and after the Closing Date) and, where appropriate, authentication, registration and recordation of this Agreement, the Note other Financing Documents and any other documents and instruments related hereto or thereto (including legal opinions), (b) any amendment or modification to, or the protection or preservation of any right or claim under, or consent or waiver in connection with, this Agreement or any other Financing Document, any such other document or instrument related hereto or thereto or any Collateral, (c) the authentication, registration, translation, syndication and recordation (where appropriate) and the delivery of the other evidences of indebtedness relating to the Loan, the Letter of Credit Documents, and the making of the Loan hereunder disbursements thereof and (iid) any amendmentthe syndication, modification, waiver or extension of any of the terms administration and enforcement (including with respect to a workout) of this Agreement, the Note or any of the other Credit Documents, (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank (including reasonable counsels' fees and expenses) in connection with the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the other Credit Financing Documents and (c) any other documents and instruments referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created herein or contemplated to be created pursuant to the Security Documentstherein. The Company Borrower hereby indemnifies agrees to indemnify the Bank Administrative Agent, each Letter of Credit Issuer and its each Working Capital Lender and their respective directors, officers, employees, agents and affiliates Affiliates from, and agrees to hold each of them harmless against against, any and all losses, claims, damages, liabilities (claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise Losses incurred by it arising out of or in any way relate to or result from the making by reason of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether including without limitation any threatened investigation or not litigation or other proceedings) relating to, arising out of or resulting from this Agreement, the Loans or Letter of Credit or any actual or proposed use by the Borrower or the Partnership of the proceeds of the Loans or Letter of Credit, including without limitation the fees and disbursements of counsel incurred in connection with any such indemnified person is a party investigation or litigation or other proceedings. Without limiting the generality of the foregoing, the Borrower shall indemnify the Administrative Agent, each Letter of Credit Issuer and each Working Capital Lender and their respective directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any claims or Losses, including without limitation those described in the preceding sentence relating to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged Environmental Law including without limitation those arising as a result of the past, present or future operations of the Partnership or any of its Affiliates (or any predecessor in interest to the Partnership or any of its Affiliates) or the environmental contamination of any site or facility owned, operated or leased at any time by the Partnership or any of its Affiliates (or any such predecessor in interest), any Release or threatened Release of any Hazardous Substance by the Partnership or any of its Affiliates (or any such predecessor in interest) at or from any such site or facility, or any claim or Loss relating to any Environmental Law in connection with the Xxxxx Project including without limitation any such claim or Loss, arising as a result of operations, environmental contamination or any Release or threatened Release that shall occur during any period when the Administrative Agent, any Letter of Credit Issuer or any Working Capital Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent , any Letter of Credit Issuer or any Working Capital Lender of any of its rights and remedies under this Agreement or any action of the Security Documents, that is related to the operations, compliance, environmental contamination or omission any Release or threatened Release occurring prior to such period or relates to conditions previously in existence, or of practices employed by the Bank in connection therewith Partnership or any of its Affiliates, at such site or facility and the Borrower waives any rights it may have under any Environmental Law relating to this indemnity or the transactions contemplated therebyAdministrative Agent, any Letter of Credit Issuer or any Working Capital Lender.
Appears in 1 contract
Samples: Neches River Holding Corp
Expenses Etc. The Company agrees Borrowers, jointly and severally, shall pay (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent, the Collateral Agent and expenses their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of the Bank (including without limitation Administrative Agent and the reasonable fees and expenses of Xxxxxx & Xxxxxx Collateral Agent, in connection with the syndication and distribution (iincluding via the internet or through a services such as Intralinks) of the negotiationcredit facilities provided for herein, the preparation, execution registration and delivery administration of this AgreementAgreement and the other Loan Documents or any amendments, the Note and any modifications or waivers of the other Credit Documents, and provisions hereof or thereof (whether or not the making of the Loan hereunder and (ii) any amendment, modification, waiver transactions contemplated hereby or extension of any of the terms of this Agreement, the Note or any of the other Credit Documentsthereby shall be consummated), (b) to pay or reimburse the Bank for all reasonable and documented out-of-pocket costs expenses incurred by JPMorgan, Xxxxxx Xxxxxxx and expenses their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of the Bank (including reasonable counsels' fees counsel for each of JPMorgan and expenses) Xxxxxx Xxxxxxx, in connection with the enforcement of this Agreement, the Note or any syndication and structuring of the other Credit Documents or any rights or remedies of the Bank thereundercredit facilities provided for herein, or at law, or in equity, and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this AgreementAgreement or any other Loan Document or any other document referred to herein or therein, and (d) all documented out-of-pocket expenses incurred by the Administrative Agent, the Note Collateral Agent and/or any Lender (including the documented or any of the other Credit Documents and (c) to pay filing and recording fees relating toinvoiced fees, and taxes disbursements and other charges incurred of (i) any counsel for each of the Administrative Agent and the Collateral Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with perfectingthe enforcement, maintaining and protecting, the Liens created collection or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank and protection of its directors, officers, employees, agents and affiliates from, and agrees to hold each of them harmless against any and all losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened rights in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such indemnified person is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of connection with this Agreement or any action other Loan Document, including its rights under this Section, or omission by the Bank in connection therewith with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to the transactions contemplated therebyreplacement of such Defaulting Lender or other matters incidental thereto.
Appears in 1 contract
Samples: Day Revolving Credit Agreement (Weatherford International PLC)
Expenses Etc. The Company agrees or CSC shall pay or reimburse each of the Banks and the Administrative Agent for: (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Winthrop, Stimson, Xxxxxx & Xxxxxx Xxxxxxx, special New York counsel to the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Notes and any of the other Credit Documents, documents contemplated by or referred to herein and the making of the Loan Loans hereunder and (ii) any amendment, modification, modification or waiver or extension of any of the terms of this Agreement, the Note Notes or any of the such other Credit Documents, documents; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Banks and the Administrative Agent (including reasonable counsels' fees and expenses) in connection with the enforcement enforcement, protection, preservation or exercise of any of their rights under this Agreement, the Note or any of Notes and the other Credit Documents documents contemplated by or any rights or remedies of the Bank thereunder, or at law, or in equity, referred to herein; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the Notes or any other Credit Documents and document referred to herein. Each Obligor shall (cto the fullest extent permitted by applicable law) to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protectingindemnify the Administrative Agent, the Liens created or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank Banks and its each affiliate thereof and their respective directors, officers, employees, employees and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, claimsliabilities, damagesclaims or damages to which any of them may become subject, liabilities (insofar as such losses, liabilities, claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that damages arise out of or in any way relate to or result from the making any actual or proposed use by either Obligor of the proceeds of any Loan hereunder and/or the negotiation, execution, delivery or performance of this Agreement or the other transactions contemplated hereby Notes or therebyany Loan made or to be made hereunder or from any investigation, including, without limitation, any investigation or litigation or other proceedings proceeding (whether including any threatened investigation or not proceeding) relating to the foregoing, and the Obligors shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any such indemnified person is a party to any action investigation or proceeding out of which (but excluding any of the foregoing arise)such losses, other than any of the foregoing liabilities, claims, damages, or expenses to the extent incurred extent, but only to the extent, caused by reason of action taken which constitutes the gross negligence or wilful willful misconduct of the person Person to be indemnified). The Bank shall not be responsible or liable If and to the Company or any other Person extent that the obligations of either Obligor under the preceding sentence may be unenforceable for any consequential reason, such Obligor shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages which and expenses referred to above as may be alleged as a result of this Agreement or any action or omission permitted by the Bank in connection therewith or the transactions contemplated therebyapplicable law.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Expenses Etc. The Company agrees to pay or reimburse each of ------------- the Lenders and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-of- pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & Xxxxxx XxXxxx, special New York counsel to Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Basic Documents and the making of the Loan Loans hereunder and (ii) any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Basic Documents, ; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including including, without limitation, reasonable counsels' fees and expensesfees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated), or the obligations of the Company hereunder and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 11.03; and (c) all transfer, stamp, documentary or other similar taxes (other than income taxes), assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein and all costs, expenses, taxes (c) to pay filing and recording fees relating toother than income taxes), and taxes assessments and other charges incurred in connection with perfectingany filing, maintaining and protectingregistration, the Liens created recording or perfection of any security interest contemplated by any Basic Document or any other document referred to be created pursuant to the Security Documentstherein. The Company hereby indemnifies agrees (i) to indemnify the Bank Administrative Agent and its each Lender and their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold Credit Agreement ---------------- each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. The Bank shall not Without limiting the generality of the foregoing, the Company will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be responsible indemnified) arising under any Environmental Law as a result of the past, present or liable future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any other Person for of its Subsidiaries), or the past, present or future condition of any consequential damages which may be alleged as a result of this Agreement site or facility owned, operated or leased by the Company or any action of its Subsidiaries (or omission any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Bank in connection therewith Administrative Agent or any Lender of any of its rights and remedies hereunder or under the transactions contemplated therebyPledge Agreement unless such Release or threatened Release is caused by the Administrative Agent or such Lender.
Appears in 1 contract
Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Xxxxxx Milbank, Tweed, Hadlxx & Xxxxxx XcClxx, xxecial New York counsel to Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Basic Documents and the making extension of the Loan credit hereunder and (ii) any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Basic Documents, ; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including including, without limitation, reasonable counsels' fees and expensesfees) in connection with (i) any Default and Credit Agreement 92 - 88 - any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated), or the obligations of the Company hereunder and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 11.03; and (c) all transfer, stamp, documentary documentary, intangibles or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein and (c) to pay filing and recording fees relating toall costs, and taxes expenses, taxes, assessments and other charges incurred in connection with perfectingany filing, maintaining and protectingregistration, the Liens created recording or perfection of any security interest contemplated by any Basic Document or any other document referred to be created pursuant to the Security Documentstherein. The Company hereby indemnifies agrees (i) to indemnify the Bank Administrative Agent and its each Lender and their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. The Bank shall not Without limiting the generality of the foregoing, the Company will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Revolving Credit Security Agreement to which remittances in respect to Accounts, as defined therein, are to be responsible made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or liable expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any other Person for of its Subsidiaries), or the past, present or future condition of any consequential damages which may be alleged as a result of this Agreement site or facility owned, operated or leased by the Company or any action of its Subsidiaries (or omission any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Bank in connection therewith Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the transactions contemplated therebySecurity Documents but only to the extent that such Release or threatened Release is directly or indirectly attributable to facts, circumstances or Releases of Hazardous Materials existing prior to the date of such possession.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and the Administrative Agent for paying: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Xxxxxx Xxxxx, Xxxxx & Xxxxxx Xxxxx, special New York counsel to Chase, CIBC and ING), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Basic Documents and the making extensions of the Loan hereunder and credit hereunder, (ii) any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Basic Documents and (iii) any release of Collateral pursuant to Section 9.20 hereof; (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including including, without limitation, reasonable counsels' fees and expensesfees) in connection with (i) any Default, any waiver whatsoever thereof, and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Company hereunder or under any of the other Basic Documents and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 12.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein and (c) to pay filing and recording fees relating toall costs, and taxes expenses, taxes, assessments and other charges incurred in connection with perfectingany filing, maintaining and protectingregistration, the Liens created recording or perfection of any security interest contemplated by any Basic Document or any other document referred to be created pursuant to the Security Documentstherein. The Company hereby indemnifies agrees to indemnify the Bank Administrative Agent and its each Lender and their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto but excluding costs or expenses incurred in connection with negotiating, documenting or effecting any assignment or participation made pursuant to Section 12.06 hereof) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified), and each Obligor party hereto hereby agrees not to assert any claim against the Administrative Agent, any Lender, any of their affiliates or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. The Bank shall not Without limiting the generality of the foregoing, the Company will (i) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement to which remittances in respect to Accounts, as defined therein, are to be responsible made and (ii) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or liable expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any other Person for of its Subsidiaries), or the past, present or future condition of any consequential damages site or facility owned, operated or leased by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which may shall occur during any period when the Exhibit 10.1 Administrative Agent or any Lender shall be alleged as a in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents unless such Release is solely the direct result of this Agreement avoidable conduct on the part of the Administrative Agent or any action or omission by the Bank in connection therewith or the transactions contemplated therebysuch Lender.
Appears in 1 contract
Expenses Etc. The Company agrees Borrowers, jointly and severally, shall pay (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent (or any sub-agent thereof) and expenses its Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for the Bank Administrative Agent (or any such sub-agent) (including without limitation the reasonable fees and expenses of Xxxxxx & Xxxxxx one local counsel in each applicable jurisdiction), in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, registration and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers and their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and Gxxxxxxx Xxxx Lt. as counsel the Joint Lead Arrangers (and including, to the extent necessary, (i) one local counsel in each applicable jurisdiction, and (ii) one additional local counsel in the negotiationevent of any actual or perceived conflict of interest among the Joint Lead Arrangers (and if necessary, one local counsel in each relevant jurisdiction) for group of the Joint Lead Arrangers that is subject to such conflict) in connection with the syndication, preparation, negotiation, execution and delivery of this Agreement, the Note and any of the other Credit Documents, and the making of the Loan hereunder and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement, the Note or any of the other Credit Documentscredit facilities provided for herein, (bc) to pay or reimburse the Bank for all reasonable and documented out-of-pocket costs and expenses of the incurred by any Issuing Bank (including reasonable counsels' fees and expenses) in connection with the enforcement issuance, amendment, renewal or extension of this Agreement, the Note any Letter of Credit or any of the other Credit Documents or any rights or remedies of the Bank demand for payment thereunder, or at law, or in equity, and (d) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Documents Loan Document or any other document referred to herein or therein, and (ce) to pay filing and recording fees relating toall documented out-of-pocket expenses incurred by the Administrative Agent (or any sub-agent thereof), and taxes any Issuing Bank and/or any Lender (including the documented or invoiced fees, disbursements and other charges incurred of (i) any counsel for the Administrative Agent (or any such sub-agent) (which, for the avoidance of doubt, may include counsel in foreign jurisdictions), (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) and (iii) one additional local counsel in any applicable jurisdiction in the event of any actual or perceived conflict of interest among the Lenders (and if necessary, one local counsel in each relevant jurisdiction) for each group of Lenders that is subject to such conflict in connection with perfectingthe enforcement, maintaining and protecting, the Liens created collection or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank and protection of its directors, officers, employees, agents and affiliates from, and agrees to hold each of them harmless against any and all losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened rights in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such indemnified person is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of connection with this Agreement or any action other Loan Document, including its rights under this Section, or omission by the Bank in connection therewith with the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to the transactions contemplated therebyreplacement of such Defaulting Lender or other matters incidental thereto.
Appears in 1 contract
Samples: Intercreditor Agreement (Weatherford International PLC)
Expenses Etc. The Whether or not the transactions contemplated by this Agreement are consummated, the Company agrees will promptly (and in any event, within 30 days after any invoice or other statement or notice) pay (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-pocket costs and expenses incurred by or on behalf of the Bank Agent (including without limitation the reasonable attorneys' fees, consultants fees and expenses of Xxxxxx & Xxxxxx engineering fees) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Basic Documents and any of other documents requested by the Company or required to preclude the Company from being in Default, any and all consents, waivers or other Credit Documentsdocuments or instruments relating thereto, and the making of the Loan hereunder and (ii) the filing, recording, refiling and re- recording of any Basic Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the terms of any Basic Document, (iii) any amendment, modification, modification or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit DocumentsBasic Documents requested by the Company or required to preclude the Company from being in default, (biv) to pay the borrowings hereunder and other action reasonably required in the course of administration hereof, (v) monitoring or reimburse confirming (or preparation or negotiation of any document related to) the Bank for all reasonable out-of-pocket costs Company's compliance with any covenants or conditions contained in this Agreement or in any Basic Document, and expenses of the Bank (including reasonable counsels' fees and expensesvi) in connection with the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 11.03; and (b) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein. In addition to the foregoing, without duplication, until all Obligations to Bank Parties have been paid in full, the Company will also pay or reimburse Agent for all reasonable out-of-pocket costs and (c) to pay filing and recording fees relating to, and taxes and other charges incurred expenses of Agent or its agents or employees in connection with perfectingthe continuing administration of the Loans and Letters of Credit and the related due diligence of Agent, maintaining including, without limitation, travel and protectingmiscellaneous expenses and fees and expenses of Agent's outside counsel, reserve engineers and consultants engaged in connection with the Liens created or contemplated to be created pursuant to the Security Basic Documents. The Company hereby indemnifies the agrees to indemnify and hold harmless each Bank Party and its directors, officers, employees, employees and agents and affiliates fromfor, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities (damages or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise incurred by any of them arising out of or in any way relate to or result from the making by reason of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated thereby).
Appears in 1 contract
Expenses Etc. The Company Whether or not any of the transactions contemplated by this Agreement are consummated, the Borrower agrees to reimburse (aor cause to be reimbursed) to pay or xxxx- xxxxx the Administrative Agent and each Bank Senior Lender on demand for the reasonable all out-of-pocket costs and expenses of each of the Bank Senior Lenders, and the Administrative Agent (including without limitation all commissions, charges, costs and expenses, if any, for the reasonable conversion of currencies, fees and expenses of Xxxxxx & Xxxxxx legal counsel, consultants and advisors and travel-related costs and expenses) made, paid, suffered or incurred in connection with (ia) the preparation, negotiation, preparation, execution and delivery delivery, syndication (both before and after the Closing Date) and, where appropriate, authentication, registration and recordation of this Agreement, the Note other Financing Documents and any other documents and instruments related hereto or thereto (including legal opinions), (b) any amendment or modification to, or the protection or preservation of any right or claim under, or consent or waiver in connection with, this Agreement or any other Financing Document, any such other document or instrument related hereto or thereto or any Collateral, (c) the authentication, registration, translation, syndication and recordation (where appropriate) and the delivery of the other Credit Documents, evidences of indebtedness relating to the Bank Senior Loans and the making of the Loan hereunder disbursements thereof and (iid) any amendmentthe syndication, modification, waiver or extension of any of the terms administration and enforcement (including with respect to a workout) of this Agreement, the Note or any of the other Credit Documents, (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank (including reasonable counsels' fees and expenses) in connection with the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any of the other Credit Financing Documents and (c) any other documents and instruments referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created herein or contemplated to be created pursuant to the Security Documentstherein. The Company Borrower hereby indemnifies agrees to indemnify the Administrative Agent and each Bank Senior Lender and its their respective directors, officers, employees, agents and affiliates Affiliates from, and agrees to hold each of them harmless against against, any and all losses, claims, damages, liabilities (claims or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise Losses incurred by it arising out of or in any way relate to or result from the making by reason of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether including without limitation any threatened investigation or not litigation or other proceedings) relating to, arising out of or resulting from the Bank Senior Loans or any actual or proposed use by the Borrower or the Partnership of the proceeds of the Bank Senior Loans, including without limitation the fees and disbursements of counsel incurred in connection with any such indemnified person is a party investigation or litigation or other proceedings. Without limiting the generality of the foregoing, the Borrower shall indemnify the Administrative Agent and each Bank Senior Lender and their respective directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any claims or Losses, including without limitation those described in the preceding sentence relating to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other Person for any consequential damages which may be alleged Environmental Law including without limitation those arising as a result of the past, present or future operations of the Partnership or any of its Affiliates (or any predecessor in interest to the Partnership or any of its Affiliates) or the environmental contamination of any site or facility owned, operated or leased at any time by the Partnership or any of its Affiliates (or any such predecessor in interest), any Release or threatened Release of any Hazardous Substance by the Partnership or any of its Affiliates (or any such predecessor in interest) at or from any such site or facility, or any claim or Loss relating to any Environmental Law in connection with the Xxxxx Project including without limitation any such claim or Loss, arising as a result of operations, environmental contamination or any Release or threatened Release that shall occur during any period when the Administrative Agent or any Bank Senior Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank Senior Lender of any of its rights and remedies under this Agreement or any action of the Security Documents, that is related to the operations, compliance, environmental contamination or omission any Release or threatened Release occurring prior to such period or relates to conditions previously in existence, or of practices employed by the Bank in connection therewith Partnership or any of its Affiliates, at such site or facility and the Borrower waives any rights it may have under any Environmental Law relating to this indemnity or the transactions contemplated therebyAdministrative Agent or any Bank Senior Lender.
Appears in 1 contract
Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and the Administrative Agent for: (a) to pay or xxxx- xxxxx the Bank on demand for the all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent (including including, without limitation limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & Xxxxxx XxXxxx, special New York counsel to BNY) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note Agreement and any of the other Credit Documents, Loan Documents and the making extension of the Loan credit hereunder and (ii) the negotiation or preparation of any amendment, modification, supplement or waiver or extension of any of the terms of this Agreement, the Note Agreement or any of the other Credit Documents, Loan Documents (whether or not consummated); (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank Lenders and the Administrative Agent (including including, without limitation, the reasonable counsels' fees and expensesexpenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, Section 12.04; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Governmental Authority in respect of this Agreement, the Note Agreement or any of the other Credit Loan Documents and (c) or any other document referred to pay filing and recording fees relating to, and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created herein or contemplated to be created pursuant to the Security Documentstherein. The Company Borrower hereby indemnifies agrees to indemnify the Bank and its directors, officers, employees, agents and affiliates Indemnified Parties from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Borrower or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified. The Bank shall not be responsible indemnified or liable such Indemnified Party's material breach of this Agreement, or claims against such Indemnified Party arising from its own acts or omissions to the Company extent wholly unrelated to this Agreement). Without limiting the generality of the foregoing, the Borrower will indemnify the Indemnified Parties, and hold the Indemnified Parties harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any other loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person for to be indemnified or such Indemnified Party's material breach of this Agreement, or claims against such Indemnified Party arising from its own acts or omissions to the extent wholly unrelated to this Agreement) arising under any consequential damages which may be alleged Environmental Law as a result of this Agreement the past, present or future operations of the Borrower or any action of its Subsidiaries, or omission the past, present or future condition of any site or facility owned, operated or leased at any time by the Bank Borrower or any of its Subsidiaries, or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in connection therewith possession of any such site or facility following the transactions contemplated therebyexercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Borrower and its Subsidiaries, at such site or facility.
Appears in 1 contract
Expenses Etc. The Company agrees (a) to pay or xxxx- xxxxx the Bank on demand for the reasonable out-of-pocket costs and expenses of the Bank (including without limitation the reasonable fees and expenses of Xxxxxx & Xxxxxx in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Note and any of the other Credit Documents, and the making of the Loan hereunder and (ii) any amendment, modification, waiver or extension of any of the terms of this Agreement, the Note or any of the other Credit Documents, (b) to pay or reimburse each of the Bank Lenders and the Administrative Agent for paying: (a) all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent (including including, without limitation, the reasonable counsels' fees and expensesexpenses of Milbank, Tweed, Hadley & McCloy, special New York counsel to Chase), in connxxxxxx wixx (x) in connection with the enforcement negotiation, preparation, execution and delivery of this AgreementAgreement and the other Basic Documents and the extension of credit hereunder and (ii) any modification, supplement or waiver of any of the Note terms of this Agreement or any of the other Credit Documents or any rights or remedies Basic Documents; (b) all reasonable costs and expenses of the Bank thereunderLenders and the Administrative Agent (including, without limitation, reasonable counsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated), or at law, or in equity, the obligations of the Company hereunder and (ii) the enforcement of this Section 11.03; and (c) all transfer, stamp, documentary documentary, intangibles or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note Agreement or any of the other Credit Basic Documents or any other document referred to herein or therein and (c) to pay filing and recording fees relating toall costs, and taxes expenses, taxes, assessments and other charges incurred in connection with perfectingany filing, maintaining and protectingregistration, the Liens created recording or perfection of any security interest contemplated by any Basic Document or any other document referred to be created pursuant to the Security Documentstherein. The Company hereby indemnifies agrees (i) to indemnify the Bank Administrative Agent and its each Lender and their respective directors, officers, employees, attorneys and agents and affiliates from, and agrees to hold each of them harmless against against, any and all losses, liabilities, claims, damages, liabilities damages or expenses incurred by any of them (or actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (whether including any threatened investigation or not such indemnified person is a party litigation or other proceedings) relating to the extensions of credit hereunder or any action actual or proceeding out proposed use by the Company or any of which its Subsidiaries of the proceeds of any of the foregoing arise)extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other than proceedings (but excluding any of the foregoing to the extent such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful willful misconduct of the person Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. The Bank shall not Without limiting the generality of the foregoing, the Company will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement or Section 5.02 of the In-Flight Guarantee and Security Agreement to which remittances in respect to Accounts, as defined therein, are to be responsible made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or liable expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any other Person for of its Subsidiaries), or the past, present or future condition of any consequential damages which may be alleged as a result of this Agreement site or facility owned, operated or leased by the Company or any action of its Subsidiaries (or omission any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Bank in connection therewith Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the transactions contemplated therebySecurity Documents but only to the extent that such Release or threatened Release is directly or indirectly attributable to facts, circumstances or Releases of Hazardous Materials existing prior to the date of such possession.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
