Common use of Indemnification and Survival Clause in Contracts

Indemnification and Survival. Without limitation on any other obligations of the Guarantors or remedies of the Guaranteed Parties under this Guaranty, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party from and against, and shall pay, jointly and severally, on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties enforceable against the Borrower or the other Loan Parties in accordance with their terms. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 6 contracts

Samples: Term Loan Credit Agreement (Western Refining, Inc.), Security Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane Partners Lp)

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Indemnification and Survival. Without limitation on any other obligations of the Guarantors any Guarantor or remedies of the Guaranteed Lender Parties under this Guaranty, each Guarantor Guarantor, jointly and severally, shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Lender Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed Lender Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties enforceable against the Borrower or the other Loan Parties in accordance with their terms. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 3 contracts

Samples: Assignment and Assumption (Cardinal Health Inc), Assignment and Assumption (Cardinal Health Inc), Assignment and Assumption (Cardinal Health Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors or remedies of the Guaranteed Parties under this Guaranty, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party from and against, and shall pay, jointly and severally, on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower applicable Borrowers or the other Loan Parties or enforceable against the Borrower such Borrowers or the other Loan Parties in accordance with their terms. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (El Paso Pipeline Partners, L.P.), Credit Agreement (El Paso Pipeline Partners, L.P.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower applicable Borrowers or the other Loan Parties or enforceable against the Borrower such Borrowers or the other Loan Parties in accordance with their terms. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (El Paso Pipeline Partners, L.P.), Credit Agreement (El Paso Pipeline Partners, L.P.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors each Guarantor or remedies of the Guaranteed Parties Administrative Agent or any other Lender Party under this Guaranty, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party the Administrative Agent and the other Lender Parties from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent or such Guaranteed Lender Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties enforceable against the Borrower or the other Loan Parties in accordance with their terms. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (Helmerich & Payne Inc), Credit Agreement (Rowan Companies PLC)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties Administrative Agent or any other Secured Party under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and each Guaranteed other Secured Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed the Administrative Agent or any other Secured Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties Borrowers enforceable against the Borrower or the other Loan Parties Borrowers in accordance with their terms. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Prospect Medical Holdings Inc, Prospect Medical Holdings Inc

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower applicable Borrowers or the other Loan Parties or enforceable against the Borrower such Borrowers or the other Loan Parties in accordance with their terms. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (El Paso Pipeline Partners, L.P.), Credit Agreement (El Paso Pipeline Partners, L.P.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties any Lender Party under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Lender Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost reasonable fees, charges and disbursements of internal legal any external counsel) that may be suffered or incurred by such Guaranteed Lender Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties enforceable against the Borrower or the other Loan Parties in accordance with their terms, except to the extent any such failure results from such Lender Party’s gross negligence or willful misconduct. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Assignment and Assumption (Tapstone Energy Inc.)

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Indemnification and Survival. Without limitation on any other obligations of the Guarantors U.S. Guarantor or remedies of the Guaranteed Administrative Agent and the other Secured Parties under this Guaranty, each the U.S. Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party the Administrative Agent and the other Secured Parties from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and reasonable expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counselexpenses) that may be suffered or incurred by such Guaranteed the Administrative Agent or any other Secured Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the any Borrower or the other Loan Parties enforceable against the such Borrower or the other Loan Parties in accordance with their terms. The obligations of each the U.S. Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Alexion Pharmaceuticals Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors any Guarantor or remedies of the Guaranteed Parties any Secured Party under this Guaranty, each Guarantor shall, to the fullest full extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Secured Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed Secured Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties Borrowers enforceable against the Borrower or the other Loan Parties Borrowers in accordance with their terms. The obligations of each Guarantor the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Continuing Guaranty (Colony Financial, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each the Guaranteed Party Parties from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such the Guaranteed Party Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the any other Loan Parties Party enforceable against the Borrower or the such other Loan Parties Party in accordance with their terms. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Unlimited Guaranty (Harte Hanks Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties Administrative Agent or any other Secured Party under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and each Guaranteed other Secured Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by such Guaranteed the Administrative Agent or any other Secured Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties enforceable against the Borrower or the other Loan Parties in accordance with their terms. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Collateral Agreement (Diamond Foods Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantors Guarantor or remedies of the Guaranteed Parties any Lender Party under this Guaranty, each the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Lender Party from and against, and shall pay, jointly and severally, pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost reasonable fees, charges and disbursements of internal legal any external counsel) that may be suffered or incurred by such Guaranteed Lender Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower or the other Loan Parties enforceable against the Borrower or the other Loan Parties in accordance with their terms. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Intercreditor Agreement (Targa Resources Partners LP)

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