Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations ...
Payment of Expenses and Taxes; Indemnification. (a) The Grantors agree (i) to pay or reimburse the Collateral Agent for all its reasonable costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Collateral Agent and the other Secured Parties for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Agreement Security Documents and any such other documents, including the reasonable fees, expenses and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification (but solely to the extent otherwise indemnifiable pursuant to the Credit Agreement Documents or otherwise payable by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement Documents), (iii) to pay, and indemnify and hold harmless the Collateral Agent and the Secured Parties from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other simila...
Payment of Expenses and Taxes; Indemnification. Each Borrower agrees (a) to pay or reimburse Agents and Arranger for all their reasonable, out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, Agents, (b) to pay or reimburse each Lender and Agents for all their costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, 116 21029590V.1 the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of Agents, (c) to pay, indemnify, and hold harmless each Lender, Arranger and Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Administrative Agent and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, ...
Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
Payment of Expenses and Taxes; Indemnification. The Borrower agrees:
Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY AGREES (A) TO PAY OR REIMBURSE COLLATERAL AGENT AND APPROVED HEDGE COUNTERPARTY FOR ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO COLLATERAL AGENT AND APPROVED HEDGE COUNTERPARTY AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS WITH RESPECT TO THE FOREGOING TO BE SUBMITTED TO BORROWER PRIOR TO THE EFFECTIVE DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE EFFECTIVE DATE) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH OTHER PERIODIC BASIS AS COLLATERAL AGENT OR APPROVED HEDGE COUNTERPARTY SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH SECURED PARTY AND COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL (AND OTHER AGENTS AND PROFESSIONALS), TO EACH SECURED PARTY AND TO COLLATERAL AGENT, (C) TO PAY, INDEMNIFY, AND HOLD EACH SECURED PARTY AND COLLATERAL AGENT HARMLESS FROM AND AGAINST, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR Intercreditor and Collateral Agency Agreement MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (D) TO PAY, INDEMNIFY, AND HOLD EACH SECURED PARTY AND COLLATERAL AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND CONTROLLING PERSONS (EACH, AN “INDEMNITEE”) HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE...
Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay all out of pocket costs and expenses of the Agent, including the reasonable fees and disbursements of special counsel for the Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Borrower Guaranty, the Employee Pledge Agreements, and any other Credit Document, to pay all reasonable out of pocket costs and expenses of the Banks in connection with the enforcement of this Agreement, the Notes, and any other Credit Document, including reasonable attorneys' fees and disbursements arising in connection therewith (whether or not suit is instituted), and also to pay all reasonable actual out-of-pocket costs of the Banks in connection with any inspections, investigations, or examinations performed under the Security Agreement.
Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent, the Co-Agents and the Institutions, in accordance with paragraph (b) below, for all their respective out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby and by Sections 9.5 and 10.25 in connection with the issuance of Bonds and the Bond Letters of Credit, including, without limitation, the reasonable fees and expenses of Simpxxx Xxxxxxx & Xartxxxx xx special counsel to the Administrative Agent, the Co-Agents and the Institutions, the reasonable fees and expenses of Williams, Mullen, Christian & Dobbxxx xx special Virginia counsel to the Administrative Agent, the Co-Agents of the Institutions, the reasonable fees and expenses of Debevoise & Plimxxxx, xxecial counsel to the Institutions with respect to intercreditor matters, the reasonable fees and 113 105 expenses of the Independent Engineer, the Independent Insurance Consultant, the Environmental Consultant, the Coal Consultant and the Ornamental Flower Market Consultant incurred in connection with the performance of their respective duties under this Agreement (including, without limitation, the preparation by the Independent Engineer and the Coal Consultant of the annual updated Coal Report and Independent Engineer's Report, respectively, to be provided to the Lenders as contemplated in this Agreement), the out-of-pocket expenses and counsel fees and disbursements incurred by the Administrative Agent and the Co-Agents in connection with the syndication of the Commitments to the Banks, the reasonable fees and expenses (including reasonable counsel fees) of the Security Agent, the reasonable out-of-pocket expenses of the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents, and all fees, taxes, other charges and costs and expenses relating to the recordings, filings and other actions referred to in Section 8.13 (the foregoing costs and expenses in this clause (i) being herein called "Reimbursable Expenses"); (ii) to pay or reimburse each Lender, the Administrative Agent and the Security Agent for all of their respective out-of-pocket costs and expenses incurred in connection with the enforcement ...
Payment of Expenses and Taxes; Indemnification. 30 Section 9.10. Governing Law 31
Payment of Expenses and Taxes; Indemnification. Parent and the Borrower agree, jointly and severally, (a) to pay or reimburse the Administrative Agent and the Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, whether or not the transactions hereby or thereby shall be consummated, and the administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of a single counsel (and appropriate local and special counsel) to the Administrative Agent and Arranger and filing and recording fees and expenses, with statements
