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 (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 is entitled to reimbursement by the Borrower or such other Loan Party under the Loan Documents, (b) 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 (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 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 (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms 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 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 indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. 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 Administrative Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such terminationthe then outstanding amount of the Loans held by the Lenders) (aand without relieving Borrower or Guarantors from any obligations) (i) for any amounts not reimbursed by the Borrower or any other Loan Party Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrower or such other Loan Party any Guarantor under the Loan Documents, (bii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the 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 Administrative 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 (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that, (i) that no Lender shall be liable for any of the foregoing to the extent 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 indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereofAdministrative Agent. The obligations of the Lenders under this Section 10.8 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 ratably in proportion to their respective Revolving 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 is entitled to reimbursement by the Borrower or such other Loan Party under the Loan Documents, (b) 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 (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 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 (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, ; provided that, (i) that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found they are determined in a final non-appealable judgment by of a court of competent jurisdiction to have resulted arisen solely from the gross negligence Gross Negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereofAgent. 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 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 Loan DocumentsFinancing 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 Loan Documents (includingFinancing Agreements, 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 Loan Documents Financing Agreements or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent hereby and any Lender or between two or more of the Lenders)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, provided that, (i) ; PROVIDED that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted they arise from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant Co-Agent as determined by a final order, not subject to Section 3.5(g) shallappeal, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereofa court of competent jurisdiction. The obligations of the Lenders under this Section 10.8 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 the Audit 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 Borrowers for which the Agent or the Audit Agent is entitled to reimbursement by the Borrower or such other Loan Party Borrowers under the Loan DocumentsFinancing Agreements, (b) for any other expenses incurred by the Agent or the Audit Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (includingFinancing Agreements, 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 or the Audit Agent in any way relating to or arising out of the Loan Documents Financing Agreements or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, provided that, (i) ; PROVIDED that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted they arise from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant or the Audit Agent as determined by a final order, not subject to Section 3.5(g) shallappeal, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereofa court of competent jurisdiction. The obligations of the Lenders under this Section 10.8 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 ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (ai) for any amounts not reimbursed by the Borrower or any other Loan Party for which the Agent is entitled to reimbursement by the Borrower or such other Loan Party under the Loan Documents, (bii) for any other expenses incurred by the Agent on behalf of the LendersLenders and not reimbursed by the Borrower, in connection with the preparation, execution, delivery, administration and enforcement of the Loan 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 (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 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 (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, provided that, (i) that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted they arise from the gross negligence or willful misconduct of the Agent. If the Agent and (ii) later receives any indemnification required pursuant to Section 3.5(g) shall, notwithstanding such amount from the provisions of Borrower it will reimburse the Lenders for any applicable amounts paid under this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. 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 each Agent ratably in proportion to their respective Commitments the Lenders’ Pro Rata Shares of Aggregate Commitment (or, if after the Commitments have been terminatedFacility Termination Date, in proportion to their Commitments immediately prior to such terminationof the Aggregate Outstanding Credit Exposure) (ai) for any amounts not reimbursed by the Borrower or any other Loan Party Obligors for which the such Agent is entitled to reimbursement by the Borrower or such other Loan Party Obligors under the Loan Documents, (bii) for any other expenses incurred by the such Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitationbut not limited to, for any expenses incurred by the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders) 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 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 (including, without limitation, for any such amounts incurred by or asserted against the such Agent in connection with any dispute between the such Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that, that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final final, non-appealable judgment by in a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the such Agent and (ii) any indemnification required pursuant to Section 3.5(g3.5(viii) shall, notwithstanding the provisions of this Section 10.811.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 11.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the each 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) (ai) for any amounts not reimbursed by the Borrower or any other Loan Party Company for which the any Agent is entitled to reimbursement by the Borrower or such other Loan Party Company under the Loan Documents, (bii) for any other expenses incurred by the any Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the any Agent in connection with any dispute between the Agent 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 any 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 (including, without limitation, for any such amounts incurred by or asserted against the any Agent in connection with any dispute between the Agent Agents, the Agents and any Lender or between two or more of the Lenders), or the enforcement of any of the terms 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 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 indemnification required pursuant to Section 3.5(g) subsection 2.7 shall, notwithstanding the provisions of this Section 10.8subsection, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 subsection shall survive payment of the Obligations and termination of this Agreement.