Collateral Agent Indemnification Clause Samples
The Collateral Agent Indemnification clause requires parties to protect and reimburse the collateral agent for any losses, liabilities, or expenses incurred while performing their duties under the agreement. Typically, this means that if the collateral agent faces claims, damages, or legal costs as a result of actions taken in good faith while managing or enforcing the collateral, the parties to the agreement must cover those costs. This clause ensures that the collateral agent can act without fear of personal financial loss, thereby encouraging them to fulfill their responsibilities diligently and impartially.
Collateral Agent Indemnification. (a) Without limiting the foregoing, the Sponsor agrees to pay, and to save the Collateral Agent and its directors, trustees, officers, employees, investment advisors and agents (collectively the “Collateral Agent Indemnitees”) harmless from, and to indemnify them against, (i) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable with any of the transactions contemplated by this Agreement and (ii) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, or arising out of or relating to any Collateral Agent Indemnitees’ relationship with the Sponsor hereunder or under any other Financing Document; provided that such indemnity shall not, as to any Collateral Agent Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out-of-pocket costs, expenses or disbursements result primarily from the gross negligence or willful misconduct of such Collateral Agent Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction. Any such amounts payable as provided hereunder shall be Obligations.
(b) The agreements in this Section 8.02 shall survive repayment of the Obligations.
Collateral Agent Indemnification. The Banks agree to indemnify the Collateral Agent (to the extent not reimbursed by the Borrower), including to the extent the Collateral Agent is acting in its capacity as "Collateral Trustee" under the Collateral Trust Agreement or as "Surety Administrative Agent" under the Midstream Guaranty, ratably according to the respective principal amounts of the Letter of Credit Interests then held by each of them (or if no Letter of Credit Interests are at the time outstanding, ratably according to their LC Participation Percentage), from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Collateral Agent under this Agreement or any other Credit Document (EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF THE COLLATERAL AGENT, BUT EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COLLATERAL AGENT). IT IS THE INTENT OF THE PARTIES HERETO THAT THE COLLATERAL AGENT SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 8.13, BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. Without limitation of the foregoing, each Bank agrees to reimburse the Collateral Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under this Agreement to the extent that the Collateral Agent is not reimbursed for such expenses by the Borrower.
Collateral Agent Indemnification. 72 SECTION 8.14. Successor Collateral Agent......................................72 SECTION 8.15. Other Agents; the Arranger......................................73 ARTICLE IX MISCELLANEOUS
Collateral Agent Indemnification. (a) Without limiting the foregoing, the Sponsor agrees to pay, and to save the Collateral Agent and its officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, controlling persons (if any) and Affiliates of such Collateral Agent or such Affiliate (collectively the “Collateral Agent Indemnitees”) harmless from, and to indemnify