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 ratably in proportion to their respective Commitments (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and (iii) 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 in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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 (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this 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 each of the Agent and the LC Issuer, in their capacities as such, ratably in proportion to their respective Commitments (or, 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 or the LC Issuer is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent or the LC Issuer on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and (iii) 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 or the LC Issuer in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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 (y) no Lender shall be liable to reimburse or the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the AgentLC Issuer. The obligations of the Lenders under this Section 10.8 Section10.8 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 Agent, ratably in proportion to their respective Commitments Commitments, for (i) for any amounts not reimbursed by the Borrower Borrowers for which the Agent is entitled to reimbursement by the Borrower Borrowers under this Loan Agreement or the other Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Loan Agreement and the other Loan Documents Documents, and (iii) 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 in any way relating to or arising out of this Loan Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that (x) no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Agent and (y) no Lender shall be liable Agent. If any indemnity furnished to reimburse the Agent for any principal purpose shall, in the opinion of the Agent, be insufficient or interest owed to become impaired, the Agent in its capacity as a Lender may call for additional indemnity and cease, or for any arrangement or administrative fees owed not commence, to do the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (ia) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any amounts not reimbursed by the Borrower for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and (iiic) for any amounts not reimbursed by the Borrower 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 in any way relating to or arising out of the Loan Documents or any other document delivered in 77 connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, ; provided that (x) any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they arise are determined in a final judgment of a court of competent jurisdiction to have arisen solely from the gross negligence Gross Negligence or willful misconduct of the Agent and (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this 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 ratably in proportion to accordance with their respective Commitments Percentages (i) for any amounts (excluding principal and interest on the Loan and loan fees) not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents Documents, if not paid by Borrower, (iii) for any expenses incurred by Agent on behalf of Lenders which may be necessary or desirable to preserve and maintain collateral or to perfect and maintain perfected the liens upon the collateral granted pursuant to this Agreement and the other Loan Documents, if not paid by Borrower, (iv) for any amounts and other expenses incurred by Agent on behalf of Lenders in connection with any default by any Lender hereunder or under the other Loan Documents, if not paid by such Lender, and (iiiv) 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 such Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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 (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this 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 ratably in proportion to their respective Commitments (ia) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any amounts not reimbursed by the Borrower for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and (iiic) for any amounts not reimbursed by the Borrower 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 in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, ; provided that (x) any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they arise are determined in a final judgment of a court of competent jurisdiction to have arisen solely from the gross negligence Gross Negligence or willful misconduct of the Agent and (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this 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 ratably in proportion to their respective Commitments (i) for any amounts (excluding principal and interest on the Revolving Facility and loan fees) not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the LendersLender, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents Documents, if not paid by Borrower, (iii) for any expenses incurred by Agent on behalf of Lender which may be necessary or desirable to preserve and maintain collateral or to perfect and maintain perfected the liens upon the collateral granted pursuant to this Agreement and the other Loan Documents, if not paid by Borrower, (iv) for any amounts and other expenses incurred by Agent on behalf of Lender in connection with any default by any Lender hereunder or under the other Loan Documents, if not paid by such Lender, and (iiiv) 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 in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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 (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this 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 Agent, ratably in proportion to their respective Commitments Commitments, for (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under this Agreement or the other Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and (iii) for any liabilities, obligations, losses, damages, penalties, actionsaction, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that (x) no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Agent and (y) no Lender shall be liable Agent. If any indemnity furnished to reimburse the Agent for any principal purpose shall, in the opinion of the Agent, be insufficient or interest owed to become impaired, the Agent in its capacity as a Lender may call for additional indemnity and cease, or for any arrangement or administrative fees owed not commence, to do the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent Agent, ratably in proportion to their respective Commitments Commitments, for (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under this Loan Agreement or the other Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Loan Agreement and the other Loan Documents Documents, and (iii) 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 in any way relating to or arising out of this Loan Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided PROVIDED that (x) no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Agent and (y) no Lender shall be liable Agent. If any indemnity furnished to reimburse the Agent for any principal purpose shall, in the opinion of the Agent, be insufficient or interest owed to become impaired, the Agent in its capacity as a Lender may call for additional indemnity and cease, or for any arrangement or administrative fees owed not commence, to do the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent Agent, ratably in proportion to their respective Commitments Commitments, for (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under this Agreement or the other Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and (iii) 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 in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided provided, however, that (x) no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Agent and (y) no Lender shall be liable Agent. If any indemnity furnished to reimburse the Agent for any principal purpose shall, in the opinion of the Agent, be insufficient or interest owed to become impaired, the Agent in its capacity as a Lender may call for additional indemnity and cease, or for any arrangement or administrative fees owed not commence, to do the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents to the extent such expenses are or may be obligations of the Borrower to the Agent and (iii) 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 in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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 (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this 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 Agent, ratably in proportion to their respective Commitments Commitments, for (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under this Loan Agreement or the other Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Loan Agreement and the other Loan Documents Documents, and (iii) 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 in any way relating to or arising out of this Loan Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that (x) no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Agent and (y) no Lender shall be liable to reimburse the Agent for any principal or interest owed to the Agent in its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.of

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify upon demand the Agent ratably in proportion to accordance with their respective Commitments Percentages (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses (including, attorneys' fees) incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration administration, modification and enforcement of the Loan Documents Documents, if not paid by Borrower, and (iii) 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 in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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. Each Lender shall indemnify the Agent and the other Lenders with respect to claims, liabilities, damages, costs, losses and expenses (yincluding, without limitation, attorneys' fees) no Lender shall be liable to reimburse the Agent for any principal arising from or interest owed relating to the Agent in failure of such indemnifying Lender to satisfy its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of Agreement and the Obligations and termination of this Agreementother Loan Documents.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify upon demand the Agent ratably in proportion to accordance with their respective Commitments Percentages (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses (including reasonable attorneys' fees) incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration administration, modification and enforcement of the Loan Documents Documents, if not paid by Borrower, and (iii) 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 in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that (x) 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. Each Lender shall indemnify the Agent and the other Lenders with respect to claims, liabilities, damages, costs, losses and expenses (yincluding, without limitation, attorneys' fees) no Lender shall be liable to reimburse the Agent for any principal arising from or interest owed relating to the Agent in failure of such indemnifying Lender to satisfy its capacity as a Lender or for any arrangement or administrative fees owed to the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of Agreement and the Obligations and termination of this Agreementother Loan Documents.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent Agent, ratably in proportion to their respective Commitments Commitments, for (i) for any amounts not reimbursed by the a Borrower for which the Agent is entitled to reimbursement by the a Borrower under this Loan Agreement or the other Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Loan Agreement and the other Loan Documents Documents, and (iii) 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 in any way relating to or arising out of this Loan Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that (x) no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Agent and (y) no Lender shall be liable Agent. If any indemnity furnished to reimburse the Agent for any principal purpose shall, in the opinion of the Agent, be insufficient or interest owed to become impaired, the Agent in its capacity as a Lender may call for additional indemnity and cease, or for any arrangement or administrative fees owed not commence, to do the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.