Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata Share of any and all 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 such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to The Lenders shall indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed under Section 12.04 or under by the applicable provisions of any other Loan Document, but Parties and without limiting the obligations of Borrower under Section 12.04 or such provisionsthe Loan Parties hereunder), for its Pro Rata Share ratably according to their Applicable Percentages of the Facilities, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilitieslosses, obligationsclaims, lossescauses of action, damages, penaltiesliabilities, actions, judgments, suitssettlement payments, costs, and related expenses or (including the reasonable fees, charges and disbursements of any kind and nature whatsoever which may be imposed oncounsel for any Agent Indemnitee), incurred by any Agent Indemnitee or asserted against such any Agent in Indemnitee by any way relating to third party or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other documents agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or referred to herein thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or the administration of this Agreement and the other Loan Documents, (includingii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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), without limitation(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the costs and expenses which foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document Party or the enforcement of any of the terms hereof Loan Parties’ directors, shareholders or thereof creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or of any such other documents not caused by or instruments; provided that no Bank shall be liable for (1) any arising, in whole or in part, out of the foregoing comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent they arise from the gross negligence that such losses, claims, damages, liabilities or willful misconduct (as finally related expenses are determined by a court of competent jurisdiction) of jurisdiction by final and nonappealable judgment to have resulted from the party to be indemnifiedgross negligence, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence bad faith or willful misconduct for purposes of this Sectionsuch Agent Indemnitee. The agreements in obligations of the Lenders under this Section shall survive 9.14 are subject to the payment provisions of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementSection 2.12(d).

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 12.03 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 12.03 or such provisions), for its Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of any and all 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 such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.0412.03) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (of the party to be indemnified as finally determined by a court of competent jurisdiction) jurisdiction in a final, non-appealable judgment; provided, further, that no action taken in accordance with the directions of the party Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to be indemnifiedconstitute gross negligence or willful misconduct for purposes of this Section, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to (a) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates (to the extent not reimbursed under Section 12.04 by or under on behalf of the applicable provisions of any other Loan Document, but Borrower and without limiting the obligations obligation of the Borrower under Section 12.04 or such provisionsto do so), for its Pro Rata Share pro rata in accordance with the aggregate principal amount of the Term Loans held by such Lender from and against any and all liabilitiesIndemnified Liabilities; provided, obligationshowever, lossesthat no Lender shall be liable for the payment to any Agent or any of their respective officers, damagesdirectors, penaltiesemployees, actionsagents, judgmentsadvisors, suits, costs, expenses attorneys-in-fact or disbursements Affiliates of any kind portion of such Indemnified Liabilities resulting solely from such Person’s fraud, gross negligence or willful misconduct. (b) The undertakings of the Lenders in this Section 12.7 shall survive the payment of all Obligations hereunder and nature whatsoever which may be imposed onthe resignation or replacement of any Agent. (c) To the extent permitted by applicable Requirement of Law, incurred by no party shall assert, and each party hereby waives, any claim against any Agent or asserted against such Agent in any way relating of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of of, in connection with, or as a result of, this Agreementagreement, any other Loan Document or any other documents agreement or instrument contemplated by hereby, or referred to any Term Loan or the use of proceeds thereof, except for claims in respect of a breach of the confidentiality provisions contained herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementAffiliates.

Indemnification of Agents. Each Bank agrees to The Lenders shall indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed under Section 12.04 or under by the applicable provisions of any other Loan Document, but Parties and without limiting the obligations of Borrower under Section 12.04 or such provisionsthe Loan Parties hereunder), for its Pro Rata Share of ratably according to their Applicable Percentages, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilitieslosses, obligationsclaims, lossescauses of action, damages, penaltiesliabilities, actions, judgments, suitssettlement payments, costs, and related expenses or (including the reasonable fees, charges and disbursements of any kind and nature whatsoever which may be imposed oncounsel for any Agent Indemnitee), incurred by any Agent Indemnitee or asserted against such any Agent in Indemnitee by any way relating to third party or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other documents agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or referred to herein thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or the administration of this Agreement and the other Loan Documents, (includingii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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), without limitation(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the costs and expenses which foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document Party or the enforcement of any of the terms hereof Loan Parties’ directors, shareholders or thereof creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or of any such other documents not caused by or instruments; provided that no Bank shall be liable for (1) any arising, in whole or in part, out of the foregoing comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent they arise from the gross negligence that such losses, claims, damages, liabilities or willful misconduct (as finally related expenses are determined by a court of competent jurisdiction) of jurisdiction by final and nonappealable judgment to have resulted from the party to be indemnifiedgross negligence, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence bad faith or willful misconduct for purposes of this Sectionsuch Agent Indemnitee. The agreements in obligations of the Lenders under this Section shall survive 9.14 are subject to the payment provisions of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementSection 2.12(d).

Indemnification of Agents. Each Bank agrees to The Lenders shall indemnify the Agents (and any sub-agent thereof), and each Related Party of any of the foregoing acting for the Agents (or any sub-agent thereof) (each such Person being called an “Agent Indemnitee”) (to the extent not reimbursed under Section 12.04 or under by the applicable provisions of any other Loan Document, but Parties and without limiting the obligations of Borrower under Section 12.04 or such provisionsthe Loan Parties hereunder), for its Pro Rata Share of ratably according to their Overall Applicable Percentages, against, and hold each Agent Indemnitee harmless (on an after tax basis) from, any and all liabilitieslosses, obligationsclaims, lossescauses of action, damages, penaltiesliabilities, actions, judgments, suitssettlement payments, costs, and related expenses or (including the reasonable fees, charges and disbursements of any kind and nature whatsoever which may be imposed oncounsel for any Agent Indemnitee), incurred by any Agent Indemnitee or asserted against such any Agent in Indemnitee by any way relating to third party or by any Lender, Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other documents agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or referred to herein thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or the administration of this Agreement and the other Loan Documents, (includingii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the LC Issuer 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), without limitation(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or securities intermediary or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the costs and expenses which foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender, Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document Party or the enforcement of any of the terms hereof Loan Parties’ directors, shareholders or thereof creditors, and regardless of whether any Agent Indemnitee is a party thereto, in all cases, whether or of any such other documents not caused by or instruments; provided that no Bank shall be liable for (1) any arising, in whole or in part, out of the foregoing comparative, contributory or sole negligence of the Agent Indemnitee; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent they arise from the gross negligence that such losses, claims, damages, liabilities or willful misconduct (as finally related expenses are determined by a court of competent jurisdiction) of jurisdiction by final and nonappealable judgment to have resulted from the party to be indemnifiedgross negligence, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence bad faith or willful misconduct for purposes of this Sectionsuch Agent Indemnitee. The agreements in obligations of the Lenders under this Section shall survive 9.14 are subject to the payment provisions of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementSection 2.12(d).

Indemnification of Agents. Each Bank agrees The Lenders agree to indemnify each of the Agent and the Servicing Agent (to the extent not reimbursed under Section 12.04 15.03 or under the applicable provisions of any other Loan Facility Document, but without limiting the obligations of Borrower the Borrowers under Section 12.04 15.03 or such provisions), ratably in accordance with the aggregate unpaid principal amount of the Loans made by the Lenders (without giving effect to any participations, in all or any portion of such Loans, sold by them to any other Person) (or, if no Loans are at the time outstanding, ratably in accordance with their respective Revolving Credit Commitment), for its Pro Rata Share of any and all 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 such either the Agent or the Servicing Agent in any way relating to or arising out of the performance or non-performance of such Agent's duties under this Agreement, any other Loan Facility Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is the Borrowers are obligated to pay under Section 12.04) 15.03 or under the applicable provisions of any other Loan Facility Document including, after a Default or Event of Default has occurred, extraordinary administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank Lender shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party Agent to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata ​ Share of any and all 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 such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to indemnify each Agent (to the extent such Agent (or any sub-agent thereof) is not reimbursed under Section 12.04 or under the applicable provisions of any other Loan Document, but without limiting the obligations of Borrower under Section 12.04 or such provisions), for its Pro Rata Share of any and all 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 such Agent in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for (1) any of the foregoing to the extent they arise from the gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agents. Each Bank agrees to To the ex- tent the Agents are not reimbursed and indemnified by the Credit Parties, each Lender will reimburse and indemnify (i) each Agent (Ap- propriate Co-Agent, ratably according to the extent not reimbursed under Section 12.04 or respective principal amounts of the Loans and participations in Letters of Credit outstanding by each Lender under the applicable provisions Facilities administered by such Agent of any other Loan Documentwhich such Lender is a part (or if no amounts are outstanding, but without limiting ratably in accordance with their respective Commitments under the obligations Facilities administered by such Agent of Borrower under Section 12.04 or which such provisionsLender is a part), and (ii) the Collateral Agent, ratably according to the respective amounts of the Loans and Letters of Credit outstanding under all Facilities (or if no amounts are outstanding, ratably in accordance with the Total Commitments), in either case, for its Pro Rata Share of and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind and or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement, any other Loan Document or any other documents contemplated by or referred to herein Agreement or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which Borrower is obligated to pay under Section 12.04) or under the applicable provisions of any other Loan Document or the enforcement of any of the terms hereof or thereof or of any such other documents or instrumentsCredit Documents; provided that no Bank Lender shall be liable to any Agent for (1) any portion of the foregoing to the extent they arise such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) of the party to be indemnified, (2) any loss of principal or interest with respect to the Loan of any Bank serving as an Agent or (3) any loss suffered by such Agent in connection with a swap or other interest rate hedging arrangement entered into with Borrower, and that no action taken in accordance with the written directions of the Required Banks (or all of the Banks, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreementmisconduct.