Expenses and Indemnification. All reasonable out-of-pocket expenses ---------------------------- (including but not limited to reasonable legal fees and expenses and expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of the Arranger and the Administrative Agent associated with the syndication of the Bank Facilities and with the preparation, execution and delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of the documentation contemplated hereby are to be paid by Borrower. In addition, all reasonable out-of-pocket expenses (including but not limited to reasonable legal fees and expenses) of the Lenders and the Administrative Agent for workout proceedings, enforcement costs and documentary and stamp taxes associated with the Bank Facilities are to be paid by Borrower. Borrower will indemnify the Lenders, UBS and UBSW and their respective affiliates, and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the proposed transactions, including but not limited to the Acquisition, the Merger, the Refinancing or any transactions related thereto and any actual or proposed use of the proceeds of any loans made under the Bank Facilities; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final judgment of a court of competent jurisdiction to have been incurred by reason of the bad faith, gross negligence or willful misconduct of such person. Borrower will indemnify the Lenders for withholding taxes imposed by any governmental authorities (subject to customary exclusions). Such indemnification shall consist of customary tax gross-up provisions. Requisite Lenders: Lenders holding at least a majority of ----------------- total loans and commitments under the Bank Facilities, with certain customary modifications or amendments requiring the consent of Lenders holding a greater percentage (or all) of the total loans and commitments under the Bank Facilities.
Expenses and Indemnification. To conform to the Existing Credit Agreement. Governing Law and Forum; Submission to Exclusive Jurisdiction: All Senior Subordinated Bridge Documentation shall be governed by the internal laws of the State of New York. The Borrower and the Guarantors will submit to the exclusive jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof. Counsel to the Bridge Facility Administrative Agent and the Lead Bridge Arrangers: Xxxxxx & Xxxxxxx LLP. ANNEX C-I Senior Subordinated Extended Term Loans Borrower: Same as Senior Subordinated Bridge Loans. Guarantees: Same as Senior Subordinated Bridge Loans. Security: None.
Examples of Expenses and Indemnification in a sentence
Expenses and Indemnification: Consistent with the Documentation Precedent.
Expenses and Indemnification: Consistent with the Propco Bank Debt Documentation Principles.
Expenses and Indemnification: Consistent with the Opco Bank Debt Documentation Principles.
Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification 74 Section 14.11.
Expenses and Indemnification: Subject to the Documentation Principles, customary for facilities of this type.
More Definitions of Expenses and Indemnification
Expenses and Indemnification. Substantially consistent with the Prepetition Term Loan Credit Agreement (without giving regard to Amendment No. 3 thereto) and expanded to include the payment or reimbursement to the 2L Exit Facility Lenders for all reasonable and documented out-of-pocket costs and expenses incurred by the 2L Exit Facility Lenders if the Closing Date occurs, in connection with (i) the preparation, negotiation and execution of the 2L Exit Facility Documents; (ii) the funding of the 2L Exit Facility; (iii) the creation, perfection or protection of the liens under the 2L Exit Facility Documents (including all search, filing and recording fees); and (iv) the on-going administration or enforcement of the 2L Exit Facility Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto); provided that (a) with respect to clauses (i), (ii) and (iii), legal expenses shall be limited to the reasonable and documented attorneys’ fees, disbursements, and expenses of Faegre Drinker Bxxxxx & Rxxxx LL, counsel to the 1L Exit Facility Administrative Agent and Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel to the Ad Hoc Group (as defined in the Restructuring Support Agreement) and, to the extent reasonably necessary, one firm to serve as local counsel for the applicable parties or groups in connection with the transactions) and (b) solely with respect to clause (iv), such out-of-pocket costs and expenses shall be limited to those of each 2L Exit Facility Lender or group of 2L Exit Facility Lenders holding at least 25% of the loans under the 2L Exit Facility. Governing Law and Forum: New York. EXHIBIT F 3L Exit Facility Term Sheet EXHIBIT F QualTek Services, Inc. 3L Exit Facility Summary of Principal Terms and Conditions This 3L Exit Facility Term Sheet (the “Term Sheet”) provides an outline of a proposed financing and does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein. This Term Sheet is for discussion purposes only, is non-binding, and is neither an expressed nor implied offer with regard to any financing, to arrange, provide or purchase any loans in connection with the transactions contemplated hereby or to arrange, provide or assist in arranging or providing the potential financing described herein. Any agreement to provide the 3L Exit Facility (as defined below) or any other financing arr...
Expenses and Indemnification. The Borrower shall pay (a) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arrangers associated with the syndication of the Facility and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (limited, in the case of counsel, to the reasonable and documented fees, disbursements and other charges of one common counsel and reasonably required local counsel (limited to one such counsel in each jurisdiction) plus one reasonably required insurance regulatory counsel) and (b) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of one common counsel for similarly situated parties and reasonably required local counsel (limited to one such counsel in each jurisdiction) plus one reasonably required insurance regulatory counsel and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and if reasonably required, one local counsel in each jurisdiction plus one reasonably required insurance regulatory counsel) to the affected indemnified person), in connection with the enforcement of the Credit Documentation. The Administrative Agent, the Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof (except to the extent they (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to result from (A) the gross negligence, bad faith or willful misconduct of such indemnified party or any Related Person thereof or (B) or a material breach by such indemnified person or any Related Person thereof of its obligations under the Credit Documentation or (ii) result from a dispute solely among indemnified parties that does not involve an act or omission by the Borrower or any of its affiliates and are not brought against such indemnified party in such capacity as an agent or arranger or similar role under the Facility). Governing Law and Forum: New York law; provided that the laws of the State of Delaware shall govern in determining (i) whether the Merger Transactions have...
Expenses and Indemnification. All reasonable out-of-pocket costs of the Lender (including reasonable fees, disbursements and other charges of counsel, enforcement costs and documentary taxes) associated with the Loan Documents, the Revolving Facility and any amendment to or consent under the Lender's Credit Agreement entered into in connection with the Revolving Facility (including reasonable fees, disbursements and other charges of counsel to the lenders under the Lender's Credit Agreement) are to be paid by the Borrower if the Credit Agreement is executed or any funds are drawn thereunder. The Borrower will indemnify the Lender and its respective officers, directors, employees, affiliates and agents collectively ("INDEMNIFIED PERSONS") and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of any such Indemnified Person arising out of or relating to the financing contemplated hereby or arising out of or relating to the Lender's borrowings under the Lender's Credit Agreement that are used to finance the Revolving Facility, PROVIDED that none of the Indemnified Persons will be indemnified for its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable decision. COUNSEL FOR THE LENDER: Cxxxxx Godward LLP GOVERNING LAW AND FORUM: California
Expenses and Indemnification. The Borrower shall pay on the Closing Date to the extent invoiced in reasonable detail prior thereto, all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lead Arrangers relating to the preparation, execution, delivery and administration of the Term Facility Documentation and the other Loan Documents and any other amendment or waiver with respect thereto, subject to the provisions of the Amended and Restated Fee Letter. The indemnification provisions shall be the same as the provisions of the Existing Term Loan Agreement.
Expenses and Indemnification. All reasonable out-of-pocket expenses of Citibank and SSB (and the Lenders for waivers, modifications, enforcement costs and documentary taxes) associated with (i) the arrangement and syndication of the Facility and (ii) the preparation, execution and delivery and enforcement of the Credit Agreement (including reasonable fees, charges and disbursements of counsel) are to be paid by the Borrower. The Borrower will indemnify Citibank, SSB and the Lenders against and hold them harmless from all costs, expenses (including reasonable fees, 9 charges and disbursements of counsel) and liabilities resulting from any litigation or other proceedings (regardless of whether Citibank, SSB or any Lender is a party thereto), or from any investigation, related to or arising out of the transactions contemplated hereby, except to the extent such costs, expenses and liabilities are determined by the final judgment of a court to have resulted from the wilful misconduct or gross negligence of the party seeking idemnification. Counsel for Citibank New York and SSB: Cravath, Swaine & Xxxxx.
Expenses and Indemnification. Reorganized Midstates shall pay (i) all reasonable and documented out-of-pocket expenses of the Agent associated with the preparation, execution, delivery and administration of the loan documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of counsel and financial advisors) and (ii) all out-of-pocket expenses of the Agent and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) (including the reasonable and documented fees, disbursements and other charges of legal counsel and financial advisors) in connection with the enforcement of the Loan Documents, including pursuing remedies in respect thereof. The Agent and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability to the Credit Parties, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof; provided that the foregoing will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to (i) arise or result from (A) the willful misconduct, bad faith or gross negligence of such indemnified person or (B) a breach in bad faith of the funding obligations of such indemnified person, or (ii) have not resulted from an act or omission by you or any of your affiliates and have been brought by an indemnified person against any other indemnified person (other than any claims against Agent in its capacity as such).
Expenses and Indemnification. Substantially identical to those in the Bank Documentation for the First Lien Facilities.