Common use of Indemnification by the Obligors Clause in Contracts

Indemnification by the Obligors. The Obligors, jointly and severally, shall indemnify Lender, and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties, actions, judgments, and suits of any kind or nature and any and all related costs, expenses and disbursements (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) by any third party or by any Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Financing Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby in any manner relating to or arising out of the Liabilities, this Agreement or any of the other Financing Agreements, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of the Loans, the incurrence of any Liabilities, the management of the Loans, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Obligor, or any environmental claim related in any way to the any Obligor, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor, and regardless of whether any Indemnitee is a party thereto, provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Indemnification by the Obligors. The Obligors, jointly and severally, Obligors shall indemnify Lenderthe Agent (and any sub-agent thereof), each other Credit Party, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, penaltiessettlement payments, actions, judgmentscosts, and suits of any kind or nature and any and all related costs, expenses and disbursements (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) by any third party or by the Borrower or any other Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Financing Agreement Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby thereby, or, in any manner relating to or arising out the case of the LiabilitiesAgent (and any sub-agents thereof) and their Related Parties only, the administration of this Agreement or any of and the other Financing Agreements, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of the Loans, the incurrence of any Liabilities, the management of the LoansLoan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by any ObligorObligor or any of its Subsidiaries, or any environmental claim Environmental Liability related in any way to the any ObligorObligor or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to any other Person which has entered into a control agreement with any Credit Party hereunder, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Obligor or any of the Obligor’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, providedin all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Obligor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by the Obligors. The ObligorsObligors shall, jointly and severally, shall indemnify the Administrative Agent (and any sub‑agent thereof), the Arrangers, the Documentation Agent, the Syndication Agents, each Lender and each Issuing Lender, and each Related Party Affiliate of Lender any of the foregoing Persons and their respective officers, directors, employees, advisors and agents (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties, actions, judgments, liabilities and suits of any kind or nature and any and all related costs, expenses and disbursements (including the reasonable and reasonably documented fees, charges and disbursements of any counsel for the Indemnitees and of any Indemniteeseparate counsel that may be required in light of any conflicting interests among Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) by any third party or by the Parent Borrower or any other Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Financing Agreement Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby in any manner relating to or arising out of the Liabilities, this Agreement or any of the other Financing Agreements, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of the Loans, the incurrence of any Liabilities, the management of the Loansthereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Lender 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), (iii) as relates to any of the foregoing, any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any property owned or operated by the Parent Borrower or any Obligorof its Subsidiaries, or any environmental claim Environmental Liability related in any way to the Parent Borrower or any Obligorof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Parent Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct or material breach of any obligation under any Loan Document of such IndemniteeIndemnitee or any of its Controlled Affiliates, Persons under common Control or Controlling Persons, or any of their respective officers, directors, employees, agents or advisors or (y) do not result from an act or omission of the Parent Borrower or any of its Affiliates and have been brought by such Indemnitee against any other Indemnitee (other than any claims against such Indemnitee in its capacity or in fulfilling its role as an Arranger, Agent, Issuing Lender, Swingline Lender or any similar role hereunder).

Indemnification by the Obligors. The Obligors, Obligors shall jointly and severallyseverally indemnify the Administrative Agent, shall indemnify the Security Agent and each Lender, and each Related Party related party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilitiesliabilities and related expenses, penalties, actions, judgments, and suits of any kind or nature and any and all related costs, expenses and disbursements (including the fees, charges and disbursements of any counsel for any Indemnitee), (collectively, the “Indemnified Liabilities”) incurred by any Indemnitee or asserted against any Indemnitee (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) by any third party or by any Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the Security Agreement, the Mortgages, each other Loan Document or any other Financing Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder thereunder, or the consummation of the transactions contemplated hereby or thereby in any manner relating to or arising out of the Liabilities, this Agreement or any of the other Financing Agreements, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of the Loans, the incurrence of any Liabilities, the management of the Loansthereby, (ii) any Loan Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release Release or threatened Release of hazardous materials Hazardous Materials on or from any property owned or operated by the Borrower or any Obligor, or any environmental claim liability related in any way to the Borrower, any Obligorof the Obligors or the Vessels, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor, theory and regardless of whether any Indemnitee is a party thereto, provided, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses Indemnified Liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Obligor hereby jointly and severally agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.