Common use of Indemnification by the Obligors Clause in Contracts

Indemnification by the Obligors. The Obligors each hereby agree to jointly and severally indemnify the Collateral Agents (to the extent not reimbursed by the Borrower) and their officers, directors, employees, affiliates, attorneys or agents, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or admitted by the Collateral Agents under or in respect of this Agreement or any other Loan Document; provided that none of the Obligors shall be liable for any portion of such liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agents’ gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. Without limiting the generality of the foregoing, each of the Obligors agree to reimburse the Collateral Agents promptly upon demand in the proportion specified herein in respect of any out of pocket expenses (including reasonable and documented counsel fees) incurred by the Collateral Agent in connection with the preservation of any rights of the Collateral Agents or the Obligors under, or the enforcement of, or legal advice in respect of the rights or responsibilities under, this Agreement or any other Loan Document, to the extent that the Collateral Agents are not reimbursed for such expenses by the Borrower.

Indemnification by the Obligors. The In consideration of the execution and delivery of this Note and the other Note Documents by the Agents and the Noteholders and the agreement to extend the Loans provided hereunder, and without duplication of the Borrower’s payment obligations pursuant to Section 15.2, the Obligors each hereby agree to agree, jointly and severally indemnify severally, to indemnify, exonerate and hold each Agent, each Noteholder and each of the Collateral Agents (to the extent not reimbursed by the Borrower) and their officers, directors, managers, partners, employees, affiliates, attorneys or agents, Affiliates and agents of each Agent and each Noteholder (each a “Indemnified Party”) free and harmless from and against any and all (A) actions, causes of action and suits, and (B) reasonable and documented losses, liabilities, obligationsdamages and expenses, lossesincluding documented expenses and reasonable fees of its outside counsel (collectively, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed onthe “Indemnified Liabilities”), incurred byby Indemnified Parties or any of them as a result of, or asserted against it or them in any way relating to or arising out of, or relating to (a) any purchase of assets financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Materials at any property owned or leased by any Obligor, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Obligor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Obligor or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Materials or (e) the execution, delivery, performance or enforcement of this Agreement Note or any other Loan Note Document by any Indemnified Party, except to the extent any such Indemnified Liabilities result from (i) the applicable Indemnified Party’s (or any action taken that of its officers, directors, managers, partners, employees, Affiliates or admitted by the Collateral Agents under or in respect of this Agreement or any other Loan Document; provided that none of the Obligors shall be liable for any portion of such liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agents’ agents) own gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment. Without limiting the generality of the foregoing, each of the Obligors agree to reimburse the Collateral Agents promptly upon demand or (ii) in the proportion specified herein in respect case of any out Indemnified Party other than any Agent, a dispute among Indemnified Parties. For purposes of pocket clarity, the Parties hereby confirm and agree that the foregoing indemnity does not apply to losses, liabilities, damages and expenses (including reasonable to the extent relating to equity co-investments made by any Indemnified Party or its Affiliates in any Obligor or its Affiliates. If and documented counsel fees) incurred by the Collateral Agent in connection with the preservation of any rights of the Collateral Agents or the Obligors under, or the enforcement of, or legal advice in respect of the rights or responsibilities under, this Agreement or any other Loan Document, to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Law. For the avoidance of doubt, this Section 15.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All obligations provided for in this Section 15.3 shall survive repayment of the Loans, any foreclosure under, or any modification, release or discharge of, any or all of the Security Instruments and termination of this Note and the resignation or removal of either the Administrative Agent or the Collateral Agents are not reimbursed for such expenses Agent pursuant to this Note. Payments under this Section 15.3 shall be made by the BorrowerBorrower to the applicable Noteholder or applicable Agent, as the case may be, for the benefit of its related Indemnified Party. It is agreed and understood that no Indemnified Party shall be liable to any other party for consequential, punitive, special, indirect or exemplary losses or damages alleged in connection with the Note Documents of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indemnified Party has been advised of the likelihood of such loss or damage and regardless of the form of action.

Indemnification by the Obligors. The In consideration of the execution and delivery of this Note and the other Note Documents by the Agents and the Noteholders and the agreement to extend the Loans provided hereunder, and without duplication of the Borrower’s payment obligations pursuant to Section 14.2, the Obligors each hereby agree to agree, jointly and severally indemnify severally, to indemnify, exonerate and hold each Agent, each Noteholder and each of the Collateral Agents (to the extent not reimbursed by the Borrower) and their officers, directors, managers, partners, employees, affiliates, attorneys or agents, Affiliates and agents of each Agent and each Noteholder (each a “Indemnified Party”) free and harmless from and against any and all (A) actions, causes of action and suits, and (B) reasonable and documented losses, liabilities, obligationsdamages and expenses, lossesincluding documented expenses and reasonable fees of its outside counsel (collectively, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed onthe “Indemnified Liabilities”), incurred byby Indemnified Parties or any of them as a result of, or asserted against it or them in any way relating to or arising out of, or relating to (a) any purchase of assets financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Materials at any property owned or leased by any Obligor, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Obligor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Obligor or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Materials or (e) the execution, delivery, performance or enforcement of this Agreement Note or any other Loan Note Document by any Indemnified Party, except to the extent any such Indemnified Liabilities result from (i) the applicable Indemnified Party’s (or any action taken that of its officers, directors, managers, partners, employees, Affiliates or admitted by the Collateral Agents under or in respect of this Agreement or any other Loan Document; provided that none of the Obligors shall be liable for any portion of such liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agents’ agents) own gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment. Without limiting the generality of the foregoing, each of the Obligors agree to reimburse the Collateral Agents promptly upon demand or (ii) in the proportion specified herein in respect case of any out Indemnified Party other than any Agent, a dispute among Indemnified Parties. For purposes of pocket clarity, the Parties hereby confirm and agree that the foregoing indemnity does not apply to losses, liabilities, damages and expenses (including reasonable to the extent relating to equity co-investments made by any Indemnified Party or its Affiliates in any Obligor or its Affiliates. If and documented counsel fees) incurred by the Collateral Agent in connection with the preservation of any rights of the Collateral Agents or the Obligors under, or the enforcement of, or legal advice in respect of the rights or responsibilities under, this Agreement or any other Loan Document, to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Law. For the avoidance of doubt, this Section 14.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All obligations provided for in this Section 14.3 shall survive repayment of the Loans, any foreclosure under, or any modification, release or discharge of, any or all of the Security Instruments and termination of this Note and the resignation or removal of either the Administrative Agent or the Collateral Agents are not reimbursed for such expenses Agent pursuant to this Note. Payments under this Section 14.3 shall be made by the BorrowerBorrower to the applicable Noteholder or applicable Agent, as the case may be, for the benefit of its related Indemnified Party. It is agreed and understood that no Indemnified Party shall be liable to any other party for consequential, punitive, special, indirect or exemplary losses or damages alleged in connection with the Note Documents of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indemnified Party has been advised of the likelihood of such loss or damage and regardless of the form of action.

Indemnification by the Obligors. The Obligors Company and its Subsidiaries hereby indemnify and defend the Holders and each hereby agree to jointly and severally indemnify the Collateral Agents (to the extent not reimbursed by the Borrower) and of their officersrespective shareholders, partners, members, managers, directors, officers, employees, affiliatesagents, attorneys or agentsand affiliates (collectively, the "Indemnified Persons”) against and hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, actionsActions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which whatsoever, interest, fines, cleanup costs, settlements, costs of preparation and investigation, costs incurred in enforcing this indemnity and reasonable attorneys’ fees and expenses (collectively, “Losses”), that any of the Indemnified Persons may be imposed onincur, incurred bysuffer, sustain or become subject to arising out of, relating to, or asserted against it due to (i) any material inaccuracy or them in breach of any way relating to or arising out of this Agreement the representations and warranties of the Company, any of the Subsidiaries of the Company or any other Loan Obligor contained in any Note Purchase Document or in any action taken certificate delivered thereunder, (ii) the nonfulfillment or admitted by material breach of any covenant, undertaking, agreement or other obligation of the Collateral Agents under or in respect Company, any of this Agreement the Subsidiaries of the Company or any other Loan DocumentObligor contained in any Note Purchase Document or in any certificate executed by the Company, any of the Subsidiaries of the Company or any other Obligor and delivered thereunder and/or (iii) any use of proceeds of the sale of the Senior Subordinated Notes, and/or (iv) any Environmental Liability; provided that none of such indemnity shall not, as to any Indemnified Person, be available to the Obligors shall be liable for any portion of extent such liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting Losses result from the Collateral Agents’ gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgmentsuch Person. Without limiting Upon request of an Indemnified Person, the generality of Company shall retain counsel reasonably satisfactory to the foregoing, each of Indemnified Person to represent the Obligors agree to reimburse the Collateral Agents promptly upon demand in the proportion specified herein in respect of any out of pocket expenses (including reasonable and documented counsel feesIndemnified Person(s) incurred by the Collateral Agent in connection with any Losses or threatened Losses and shall pay the preservation fees and disbursements of any rights of the Collateral Agents or the Obligors under, or the enforcement of, or legal advice in respect of the rights or responsibilities under, this Agreement or any other Loan Document, to the extent that the Collateral Agents are not reimbursed for such expenses by the Borrowercounsel.

Indemnification by the Obligors. The (a) In consideration of the execution and delivery of this Agreement by the Agent and the Lenders and the agreement to extend the Commitments provided hereunder, the Obligors each hereby agree to to, jointly and severally indemnify severally, indemnify, exonerate and hold (x) the Collateral Agents (to the extent not reimbursed by the Borrower) Agent and their each of its officers, directors, employees, affiliates, attorneys or agents, Affiliates and agents (each an "Agent Party") free and harmless from and against any and all liabilitiesactions, obligationscauses of action, suits, losses, damagesliabilities, penaltiesdamages and expenses, actions, judgments, suits, costs, expenses (including reasonable counsel attorneys' fees and disbursements) or disbursements charges and allocated costs of any kind or nature whatsoever which may be imposed onstaff counsel (collectively, the "Indemnified Liabilities"), incurred byby any Agent Party in connection with the execution, delivery, performance, administration or asserted against it or them in any way relating to or arising out enforcement of this Agreement or any other Loan Document by any of the Agent Parties or the Lender Parties and (y) the Lenders and each of their officers, directors, employees, Affiliates and agents (each a "Lender Party") free and harmless from and against any Indemnified Liabilities incurred by the Lender Parties or any action taken of them as a result of, or admitted arising out of, or relating to (i) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by any Credit Party, (ii) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Credit Party or the Collateral Agents under operations conducted thereon, or in respect (iii) the investigation, cleanup or remediation of this Agreement offsite locations at which any Credit Party or any other Loan Document; provided that none its predecessors are alleged to have directly or indirectly disposed of the Obligors shall be liable hazardous substances, except for any portion such Indemnified Liabilities arising on account of any such liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agents’ Lender Party's gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final misconduct. If and non-appealable judgment. Without limiting the generality of the foregoing, each of the Obligors agree to reimburse the Collateral Agents promptly upon demand in the proportion specified herein in respect of any out of pocket expenses (including reasonable and documented counsel fees) incurred by the Collateral Agent in connection with the preservation of any rights of the Collateral Agents or the Obligors under, or the enforcement of, or legal advice in respect of the rights or responsibilities under, this Agreement or any other Loan Document, to the extent that the Collateral Agents are not reimbursed foregoing undertaking may be unenforceable for such expenses by any reason, the BorrowerObligors hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.