Common use of Indemnification by Guarantors Clause in Contracts

Indemnification by Guarantors. Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, the Arrangers, the Sustainability Structuring Agent, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or agent, (y) a breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Loan Party or any of its respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger, the Sustainability Structuring Agent or the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties).

Indemnification by Guarantors. Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Guarantied Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, the Arrangers, the Sustainability Structuring AgentDocumentation Agents, each other Secured Guarantied Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment by a ​ ​ court of competent jurisdiction to have resulted from (x) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or agent, (y) a material breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Loan Party Guarantor, the Borrower or any of its their respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against an a Joint Lead Arranger, the Sustainability Structuring a Joint Book Runner, a Syndication Agent, a Documentation Agent or the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties).

Indemnification by Guarantors. Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Guarantied Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, the Arrangers, the Sustainability Structuring AgentDocumentation Agents, each other Secured Guarantied Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful ​ ​ misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or agent, (y) a material breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Loan Party Guarantor, the Borrower or any of its their respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against an a Joint Lead Arranger, the Sustainability Structuring a Joint Book Runner, a Syndication Agent, a Documentation Agent or the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties).

Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative AgentAgent (and any sub-agent thereof), the Arrangers, the Sustainability Structuring Agent, each other Secured Party and each any Related Party of their Affiliates and their respective officers, directors, employees, agents and advisors any of the foregoing Persons (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or agent, or (y) a breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document Document. (b) Each Guarantor hereby also agrees that no Indemnified Party shall have any liability (whether direct or (zindirect, in contract, tort or otherwise) a claim not involving an act or omission to any of any Loan Party the Guarantors or any of its their respective Subsidiaries Affiliates or any of their respective officers, directors, employees, agents and that is brought by an advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnified Party against another Indemnified Party (other than against an Arrangeron any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the Sustainability Structuring Agent actual or proposed use of the Administrative Agent in their capacities as such); provided that proceeds of the Guarantors shall not be required to pay Advances, the costs and expenses Loan Documents or any of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in transactions contemplated by the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties)Loan Documents.

Indemnification by Guarantors. Without limitation Each Guarantor hereby agrees, on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shalla joint and several basis, to the fullest extent permitted by law, indemnify, defend and save exonerate and hold harmless the Administrative Agent, the Arrangers, the Sustainability Structuring Agent, each other Secured Party Lender and each of their Affiliates and their respective the officers, directors, employees, Affiliates and agents and advisors of Lender (each, an each a “Indemnified Lender Party”) free and harmless from and against, and shall pay on demand, against any and all actions, causes of action, suits, losses, liabilities, damages and expenses (including the fees, charges and disbursements of any counsel for any Lender Party) (collectively, the “Indemnified Liabilities”), incurred by any Lender Party or asserted against any Lender Party by any Person (including Borrower) as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Material at any property owned or leased by any Guarantor, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Guarantor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Guarantor or its respective predecessors are alleged to have directly or indirectly disposed of Hazardous Material or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party; provided that the Indemnified Liabilities will not, as to any Lender Party, be available to the extent that the losses, claims, damages, losses, liabilities and or related expenses (including, without limitation, reasonable fees and expenses of counselA) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct of the Lender Party or (B) result from a claim brought by such Indemnified Party’s officer, director, employee, or agent, (y) a any Guarantor against any Lender Party for breach in bad faith of such Indemnified a Lender Party’s obligations hereunder or under any other Loan Document or (z) Document, if Guarantor has obtained a final and nonappealable judgment in its favor on the claim not involving an act or omission as determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any Loan Party reason, each Guarantor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section 8.3 will survive repayment of the Loans, cancellation of the Note, any foreclosure under, or any modification, release or discharge of, any or all of its respective Subsidiaries the Loan Documents and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger, the Sustainability Structuring Agent or the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses termination of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties)this Agreement.

Indemnification by Guarantors. Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, the Arrangers, the Co-Sustainability Structuring AgentAgents, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or agent, (y) a breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Loan Party or any of its respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger, the a Co-Sustainability Structuring Agent or the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties).. ​