Common use of Agent's Reimbursement and Indemnification Clause in Contracts

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any Co-Agent ratably in proportion to their respective Commitments (a) for any amounts not reimbursed by the Borrower for which the Agent and any Co-Agent is entitled to reimbursement by the Borrower under the Financing Agreements, (b) for any other expenses incurred by the Agent and any Co-Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Financing Agreements, and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent and any Co-Agent in any way relating to or arising out of the Financing Agreements or any other document delivered in connection therewith or the transactions contemplated hereby and thereby, or the enforcement of any of the terms thereof or of any such other documents; PROVIDED that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent and any Co-Agent as determined by a final order, not subject to appeal, of a court of competent jurisdiction. The obligations of the Lenders under this SUBSECTION 12.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any Co-each Agent ratably in proportion to their respective Commitments (aor, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower Company for which the Agent and any Co-Agent is entitled to reimbursement by the Borrower Company under the Financing AgreementsLoan Documents, (bii) for any other expenses incurred by the Agent and any Co-Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Financing AgreementsLoan Documents (including, without limitation, for any expenses incurred by any Agent in connection with any dispute between the Agents, the Agents and any Lender or between two or more of the Lenders) and (ciii) for any liabilities, 126 obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent and any Co-Agent in any way relating to or arising out of the Financing Agreements Loan Documents or any other document delivered in connection therewith or the transactions contemplated hereby thereby (including, without limitation, for any such amounts incurred by or asserted against any Agent in connection with any dispute between the Agents, the Agents and therebyany Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; PROVIDED that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the any Agent and (ii) any Co-Agent as determined indemnification required pursuant to subsection 2.7 shall, notwithstanding the provisions of this subsection, be paid by a final order, not subject to appeal, of a court of competent jurisdictionthe relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this SUBSECTION 12.8 subsection shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any Co-the Audit Agent ratably in proportion to their respective Commitments (a) for any amounts not reimbursed by the Borrower Borrowers for which the Agent and any Co-or the Audit Agent is entitled to reimbursement by the Borrower Borrowers under the Financing Agreements, (b) for any other expenses incurred by the Agent and any Co-or the Audit Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Financing Agreements, and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent and any Co-or the Audit Agent in any way relating to or arising out of the Financing Agreements or any other document delivered in connection therewith or the transactions contemplated hereby and thereby, or the enforcement of any of the terms thereof or of any such other documents; PROVIDED that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent and any Co-or the Audit Agent as determined by a final order, not subject to appeal, of a court of competent jurisdiction. The obligations of the Lenders under this SUBSECTION 12.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any Co-Administrative Agent ratably in proportion to their respective Commitments (aor, if the Commitments have been terminated, in proportion to the then outstanding amount of the Loans held by the Lenders) (and without relieving Borrower or Guarantors from any obligations) (i) for any amounts not reimbursed by the Borrower or any Guarantor for which the Agent and any Co-Administrative Agent is entitled to reimbursement by the Borrower or any Guarantor under the Financing AgreementsLoan Documents, (bii) for any other expenses incurred by the Agent and any Co-Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Financing AgreementsLoan Documents (including, without limitation, for any expenses incurred by Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more Lenders) that is not reimbursed by Borrower and (ciii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent and any Co-Administrative Agent in any way relating to or arising out of the Financing Agreements Loan Documents or any other document delivered in connection therewith or the transactions contemplated hereby thereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and therebyany Lender or between two or more Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; PROVIDED , provided that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and any Co-Agent as determined by a final order, not subject to appeal, of a court of competent jurisdictionAdministrative Agent. The obligations of the Lenders under this SUBSECTION 12.8 Section 13.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any Co-Agent ratably in proportion to their respective Commitments (aor, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower for which the Agent and any Co-Agent is entitled to reimbursement by the Borrower under the Financing AgreementsLoan Documents, (bii) for any other expenses incurred by the Agent and any Co-Agent on behalf of the LendersLenders and not reimbursed by the Borrower, in connection with the preparation, execution, delivery, administration and enforcement of the Financing Agreements, Loan Documents and (ciii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which are not reimbursed by the Borrower and which may be imposed on, incurred by or asserted against the Agent and any Co-Agent in any way relating to or arising out of the Financing Agreements Loan Documents or any other document delivered in connection therewith or the transactions contemplated hereby and thereby, or the enforcement of any of the terms thereof or of any such other documents; PROVIDED , provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent. If the Agent and later receives any Co-Agent as determined by a final order, not subject to appeal, of a court of competent jurisdictionsuch amount from the Borrower it will reimburse the Lenders for any applicable amounts paid under this Section 10.8. The obligations of the Lenders under this SUBSECTION 12.8 Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and any Co-Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by the Borrower or any other Loan Party for which the Agent and any Co-Agent is entitled to reimbursement by the Borrower or such other Loan Party under the Financing AgreementsLoan Documents, (b) for any other expenses incurred by the Agent and any Co-Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Financing AgreementsLoan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent and any Co-Agent in any way relating to or arising out of the Financing Agreements Loan Documents or any other document delivered in connection therewith or the transactions contemplated hereby thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and therebyany Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; PROVIDED that , provided that, (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any Co-Agent as determined indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a final order, not subject to appeal, of a court of competent jurisdictionthe relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this SUBSECTION 12.8 Section 10.8 shall survive payment of the Obligations and termination of this Agreement.