Common use of Indemnification by Xxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, shall indemnify Agent, each Lender and each Related Party of Agent and each Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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, (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Party, or any environmental liability related in any way to the Loan Parties, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to such 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveIn consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, the Loan PartiesXxxxxxxx hereby agrees to indemnify, jointly exonerate and severally, shall indemnify hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements “Indemnified Liabilities”) of any a single firm of counsel for any Indemniteeall Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Person (including Borrower or any other Loan Party), and in (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all cases, whether or not caused by or arising, in whole product liability out of or in part, out connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the comparative, contributory, or sole negligence provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnitee, arising out of, in connection with, or as a result of Indemnified Liabilities have resulted from (i) the execution gross negligence, bad faith or delivery willful misconduct of this Agreement, any other 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, such Lender Party (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Party, or any environmental liability related in any way to the Loan Parties, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by in a final and non-appealable judgment decision), (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to have resulted from refund or return any and all amounts paid by the gross negligence Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or willful misconduct damages to the extent such Lender Party is not entitled to payment of such Indemniteeamounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, 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. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), Sole Lead Arranger, and each Lender Lender, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges reasonable and documented fees and disbursements of any counsel for an Indemnitee in connection with the assertion of any Indemniteeclaim, loss, demand, damages, penalties, liabilities or any investigative, administrative or judicial proceeding commenced or threatened, whether or not Administrative Agent, any Lender, or Sole Lead Arranger shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and consultant fees and litigation expenses), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, (iv) any claim by any Person (including any Broker) that such Person acted on behalf of Borrower in connection with the Loan Partiestransactions contemplated herein, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such). This clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify Agent, each Lender and each Related Party of Agent and each Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out Related Party of the comparative, contributory, or sole negligence of such Indemnitee, Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Facility 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, (ii) the Term Loan any Advance or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Indemnitee acting in reliance on or from any property owned or operated instruction given by any Loan Party, Borrower or any environmental liability related in any way Indemnitee failing to follow the Loan Partiesunlawful or unreasonable instructions of Borrower, or (viv) 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 Xxxxxxxx, Borrower or any other Loan PartyRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to such 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 a final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Facility Document, if Borrower or such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided further that such indemnity shall not include Indemnified Taxes or Other Taxes, to the extent governed by Section 2.09, or Excluded Taxes.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of Agent and each 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, penalties, liabilities and related expenses (other than the allocated costs of in-house counsel but including the reasonable and documented out-of-pocket fees, charges and disbursements of any (x) one counsel for all Indemnitees, (y) if deemed necessary by the Administrative Agent, one firm of local counsel in each appropriate jurisdiction for all Indemnitees and (z) in the case of an actual or perceived conflict of interest with respect to any Indemnitee, of another firm of counsel for such affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Loan PartiesBorrower or any of its Subsidiaries, or (viv) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in 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, provided that such indemnity shall not, as to such 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if ​ Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from or related to any dispute that does not arise out of any act or omission on the part of the Borrower or its Subsidiaries or Affiliates brought by one Indemnitee against any other Indemnitee (other than any dispute against the Administrative Agent or any arranger in its capacity as such). Without limiting the provisions of Section 3.1, this Section 10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender and L/C Issuer, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), ) other than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by L/C Issuer 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Claim or Environmental Liability related in any way to any member of the Loan PartiesConsolidated Group, or (viv) 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 Xxxxxxxx, any other Loan Partymember of the Consolidated Group, and regardless of whether any Indemnitee is a party thereto, IN 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, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Xxxxxxxx or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such other Loan Party has 105 obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(d), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, shall indemnify Agent, each Lender and each Related Party of Agent and each Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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, (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Party, or any environmental liability related in any way to the Loan Parties, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by ​ ​ Presto Credit Agreement 77 ​ ​ ​ ​ final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.. ​

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveWhether or not the transactions contemplated hereby are consummated, the Loan Parties, jointly and severally, Borrower Parties shall indemnify and hold harmless each Agent-Related Person, each Lender and each Related Party of Agent their respective Affiliates and each Lender their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including the fees, charges and disbursements Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any Person (including Borrower way relating to or any other Loan Party), and in all cases, whether or not caused by or arising, in whole arising out of or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, with or as a result of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby thereby or therebythe consummation of the transactions contemplated thereby (including, without limitation, the Indemnitees’ reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (iiand any sub agent thereof) and its Related Parties only, the Term administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by an L/C Issuer 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) the SPAC Transaction, (ivc) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, the Parent, any Consolidated Entity or any other Loan Party, or any environmental liability Environmental Liability related in any way to the Borrower, the Parent, any Consolidated Entity or any other Loan PartiesParty, or (vd) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Xxxxxxxxdefense of any pending or threatened claim, any other Loan Partyinvestigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to such any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the (i) such Indemnitee’s gross negligence or willful misconduct misconduct, (ii) a material breach by such Indemnitee of its obligations under this Agreement or (iii) disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an Arranger or any similar role under this Agreement) and not arising out of or involving any act or omission of the Borrower or any of Parent’s Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or any other similar information transmission system that is approved by the Borrower, such Indemniteeapproval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service in connection with this Agreement, nor shall any Indemnitee or any party to this Agreement have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments 4887-6582-6072 v.11 and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Section 3.01(d), this Section 10.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify Agentthe Administrative Agent (and any sub-agent thereof) and Lender, each Lender and each Related Party of Agent and each 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, liabilities liabilities, obligations and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on Hazardous Materials in, on, under, from or from affecting any real property owned owned, operated or operated leased by Borrower, any Loan Party, or any environmental liability related Environmental Liability in any way related to the or affecting Borrower or any Loan PartiesParty, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, including, without limitation, (A) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any real property owned, operated or leased by Borrower or any Loan Party, (B) the reasonable costs of any necessary actions taken in response to a release or threat of release of any Hazardous Materials on, in, under or affecting all or any portion of any real property owned, operated or leased by Borrower or any Loan Party to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (C) costs incurred to comply with the Environmental Laws in connection with all or any portion of any real property owned, operated or leased by Borrower or any Loan Party; provided, provided that such indemnity set forth above in (i), (ii), (iii), and (iv) of this Section 10.04(b) shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee.’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. ​ ​

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveIn consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, the Loan PartiesXxxxxxxx hereby agrees to indemnify, jointly exonerate and severally, shall indemnify hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or [SWK-Acer Therapeutics] Credit Agreement #155151395 proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Person (including Borrower or any other Loan Party), and in all cases(c) any violation of any applicable Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement, Agreement or any other 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, (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Lender Party, or any environmental liability related in any way to the Loan Parties, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to such Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses are willful misconduct as finally determined by a court of competent jurisdiction by final and in a non-appealable judgment judgment, or (f) such Person’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service. If and to have resulted the extent that the foregoing undertaking may be unenforceable for any reason, 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. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement. Notwithstanding the foregoing, this Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the gross negligence or willful misconduct of such Indemniteeany non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify Agentthe Administrative Agent (and any sub-agent thereof), each Lender Lender, and each Related Party of Agent and each 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, liabilities and related reasonable and documented costs, expenses (including the reasonable and documented fees, charges and disbursements of any one firm of counsel for the Administrative Agent or any IndemniteeLender collectively, (if applicable) one local counsel in each appropriate jurisdiction for all such persons and, in the case of a conflict of interest between such persons, one additional counsel in each relevant jurisdiction to each group of such affected persons similarly situated taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan PartyBorrower), other than by such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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, (ii) the Term Loan Advances or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials with respect to the RDU Facility or otherwise on or from any property owned Real Estate Asset, any actual or operated by any Loan Party, or any environmental liability alleged Hazardous Materials Activity related in any way to the Loan PartiesRDU Facility or Borrower or any of their respective Subsidiaries or any actual or alleged violation of Environmental Law or Environmental Action related in any way to the RDU Facility or Borrower or any of their respective Subsidiaries (except to the extent caused, contributed to or exacerbated by any Indemnitee), or (viv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether ​ ​ ​ ​ AMERICAS 120651159 142 ​ ​ ​ based on contract, tort or any other theory, whether brought by a third party or by Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to such 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 non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Xxxxxxxx against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower have obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 9.02 shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify Agentthe Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of Agent and each 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, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable fees, disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction, to the extent reasonably necessary, one specialty counsel for each relevant specialty and one additional counsel to each group of affected Persons similarly situated if one or more conflicts of interest, or perceived conflicts of interest, arise), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party), ) other than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by an L/C Issuer 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) the SPAC Transaction, (iv) any actual or alleged presence or release Release of hazardous materials on Hazardous Materials at, on, under or emanating from any property owned owned, leased or operated by the Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Loan PartiesBorrower or any of its Subsidiaries, or (viv) 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 Xxxxxxxx, the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN 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, provided that such indemnity shall not, as to such 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 non-appealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (B) a material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder or under any other Loan Document, or (y) result from a dispute solely among Indemnitees and not arising out of any act or omission of the Borrower or any of its Subsidiaries or Affiliates (other than any claim against an Indemnitee in its capacity or in fulfilling its role as an Arranger, the Administrative Agent, the Swing Line Lender or an L/C Issuer hereunder). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, Borrower shall Borrowers. Borrowers hereby jointly and severally, shall severally indemnify Agentand defend Administrative Agent and Collateral Agent (and any sub-agent thereof), each Lender Lender, and each Related Party of Agent and each Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual losses, claims, damagesdamages (excluding special, punitive or consequential damages except to the extent awarded in favor of any third party against any Indemnitee), broker’s commissions (including all actual expenses and attorney’s fees incurred by Administrative Agent, Collateral Agent or any Lender is connection with the defense of any action or proceeding brought to collect any such broker’s commissions), liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by any Borrower or any other Loan Party)Party (collectively, and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, “Claims”) arising out of, in connection with, ,____ or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by any Loan PartyCore Asset, or any environmental liability Environmental Liability related in any way to the a Borrower or any other Loan PartiesParty, or (viv) 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 Xxxxxxxx, a Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative or contributory negligence of any Indemnitee or its agents; provided, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnitee or its agents, (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for breach in bad faith of any Indemnitee’s obligations hereunder or under any other Loan Document, ifsuch Borrower or such IndemniteeLoan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) asserted by an assignee or participant arising out of any actual sale, transfer or participation by any Lender of its interest in the Loan.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveIn consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, the Loan PartiesXxxxxxxx hereby agrees to indemnify, jointly exonerate and severally, shall indemnify hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Person (including Borrower or any other Loan Party), and in all cases(c) any violation of any applicable Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement, Agreement or any other 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, (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Lender Party, or any environmental liability related in any way to the Loan Parties, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to such Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses are willful misconduct as finally determined by a court of competent jurisdiction by final and in a non-appealable judgment judgment, or (f) such Person’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service. If and to have resulted the extent that the foregoing undertaking may be unenforceable for any reason, 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. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement. Notwithstanding the foregoing, this Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the gross negligence or willful misconduct of such Indemniteeany non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveWhether or not the transactions contemplated hereby are consummated, the Loan Parties, jointly and severally, Borrower Parties shall indemnify and hold harmless each Agent-Related Person, each Lender and each Related Party of Agent their respective Affiliates and each Lender their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including the fees, charges and disbursements Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any Person (including Borrower way relating to or any other Loan Party), and in all cases, whether or not caused by or arising, in whole arising out of or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, with or as a result of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any other Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby thereby or therebythe consummation of the transactions contemplated thereby (including, without limitation, the Indemnitees’ reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (iiand any sub agent thereof) and its Related Parties only, the Term administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (ivc) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, the Parent, any Consolidated Entity or any other Loan Party, or any environmental liability Environmental Liability related in any way to the Borrower, the Parent, any Consolidated Entity or any other Loan PartiesParty, or (vd) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Xxxxxxxxdefense of any pending or threatened claim, any other Loan Partyinvestigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to such any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the (i) such Indemnitee’s gross negligence or willful misconduct misconduct, (ii) a material breach by such Indemnitee of its obligations under this Agreement or (iii) disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an Arranger or any similar role under this Agreement) and not arising out of or involving any act or omission of the Borrower or any of Parent’s Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or any other similar information transmission system that is approved by the Borrower, such Indemniteeapproval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service in connection with this Agreement, nor shall any Indemnitee or any party to this Agreement have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Section 3.01(d), this Section 10.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender and the Letter of Credit Issuer, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), ) other than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Credit Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (including any refusal by the Letter of Credit Issuer 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Loan Parties, Borrower or any of its Subsidiaries; or (viv) 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 Xxxxxxxx, Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN 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 (BUT SUBJECT TO THE FOLLOWING PROVISO); provided, provided that such indemnity shall not, as to such any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (A) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (B) result from a claim brought by Xxxxxxxx or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.01, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, The Credit Parties shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender Lender, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Credit Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, ) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Substances on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Loan PartiesBorrower or any of its Subsidiaries, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Credit Party, and regardless of whether any Indemnitee is a party thereto, IN 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, provided that such indemnity shall not, as to such 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 in a final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.Indemnitee or (y) result from a claim not involving an act or omission of Borrower or any other Credit Party and that is brought by an Indemnitee against another Indemnitee (other than against any Agent in their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. ​ ​ ​

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender Lender, and the L/C Issuers, and each Related Party of Agent and each 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, liabilities liabilities, and related expenses (including the fees, charges charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower third party or by any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document Paper, 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, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) the Term any Loan or L/C or the use or proposed use of the proceeds therefromtherefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Substances on or from any property owned or operated by Borrower or any Loan Partyother Company, or any environmental liability under Environmental Laws related in any way to the Loan Partiesor any other Company, or (viv) any actual or prospective claim, litigation, investigation investigation, or proceeding relating to any of the foregoing, whether based on contract, tort tort, or any other theory, whether brought by a third party or by Xxxxxxxx, Borrower or any other Loan PartyCompany, and regardless of whether any Indemnitee is a party thereto, IN 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 such any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, The Borrower shall indemnify Agent, each Lender Agent (and each any sub-agent or Related Party of Agent and each Lender thereof) (each such Person being called an “Agent Indemnitee”), each Lender (and any Related Party thereof) (each Person called a “Lender Indemnitee”; together with the Agent Indemnitee, each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable, documented out-of-pocket fees, charges and disbursements of any one primary outside counsel for any IndemniteeAgent Indemnitees and a primary firm of counsel for the Lender Indemnitees (in each case, except allocated costs of in-house counsel and if reasonably necessary (as determined by the Agent Indemnitees or the Lender Indemnitees, as applicable), a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Agent Indemnitees and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lender Indemnitees (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any of its Subsidiaries) other Loan Party), than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Credit 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, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any property owned or operated by any Loan Partythe Borrower or its Subsidiaries, or any environmental liability related in any way to the Loan PartiesBorrower or its Subsidiaries, or (viv) 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 Xxxxxxxxthe Borrower, any other Loan Partyof its Subsidiaries, its Affiliates, its equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to such any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (v) solely with respect to the Lender Indemnitees (and specifically excluding the Agent Indemnitees), arising from any settlement effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), (w) are determined by a court of competent jurisdiction by in a final and non-appealable nonappealable judgment to have resulted from the bad faith, gross negligence negligence, or willful misconduct of such IndemniteeIndemnitee (or any of its Affiliates or their respective officers, directors, employees, advisors and agents), (x) solely with respect to the Lender Indemnitees (and specifically excluding the Agent Indemnitees), a material breach of the Credit Documents by, any Lender Indemnitee (or any of its Affiliates or their respective officers, directors, employees, advisors and agents), (y) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (z) arise out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or its Subsidiaries or any of their respective affiliates or that is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against any Agent in its capacity as such or in a similar agency or arranger role, but not any other person or entity party to any such proceeding).

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveIn consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, the Loan PartiesXxxxxxxx hereby agrees to indemnify, jointly exonerate and severally, shall indemnify hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs but expressly excluding any consequential, special or lost profits damages (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Person (including Borrower or any other Loan Party), and in all cases(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, whether (d) the investigation, cleanup or not caused remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by or arisingany Lender Party, in whole or in part, out of except to the comparative, contributory, or sole negligence of extent any such Indemnitee, arising out of, in connection with, or as a Indemnified Liabilities result of solely from (i) the execution applicable Lender Party’s own gross negligence or delivery of this Agreement, any other 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, (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Party, or any environmental liability related in any way to the Loan Parties, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, willful misconduct as to such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally determined by a court of competent jurisdiction in a non-appealable judgment or (ii) a claim brought by the Borrower or any other Loan Party against a Lender Party for a material breach in bad faith of such Lender Party’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. If and to have resulted from the gross negligence extent that the foregoing undertaking may be unenforceable for any reason, 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. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or willful misconduct any modification, release or discharge of, any or all of such Indemniteethe Collateral Documents and termination of this Agreement.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify Agentthe Administrative Agent (and any sub-agent thereof) and each Lender, each Lender and each Related Party of Agent and each 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, liabilities liabilities, obligations and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on Hazardous Materials in, on, under, from or from affecting any real property owned owned, operated or operated leased by Borrower, any Loan Party, or any environmental liability related Environmental Liability in any way related to the or affecting Borrower or any Loan PartiesParty, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, including, without limitation, (A) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any real property owned, operated or leased by Borrower or any Loan Party, (B) the reasonable costs of any necessary actions taken in response to a release or threat of release of any Hazardous Materials on, in, under or affecting all or any portion of any real property owned, operated or leased by Borrower or any Loan Party to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (C) costs incurred to comply with the Environmental Laws in connection with all or any portion of any real property owned, operated or leased by Borrower or any Loan Party; provided, provided that such indemnity set forth above in (i), (ii), (iii), and (iv) of this Section 10.04(b) shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), Sole Lead Arranger, and each Lender Lender, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges reasonable and documented fees and disbursements of any counsel for an Indemnitee in connection with the assertion of any Indemniteeclaim, loss, demand, damages, penalties, liabilities or any investigative, administrative or judicial proceeding commenced or threatened, whether or not Administrative Agent, any Lender, or Sole Lead Arranger shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and consultant fees and litigation expenses), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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, (ii) the Term any Loan or the use or 104 proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, (iv) any claim by any Person (including any Broker) that such Person acted on behalf of Borrower in connection with the Loan Partiestransactions contemplated herein, or (v) 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 Xxxxxxxx, any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of Xxxxxxxx and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such). This clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify Agentthe Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of Agent and each Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related reasonable and documented out of pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, provided that such legal expenses in respect of the Agent and the Lead Arranger shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for each affected party, and that such legal expenses in respect of the Lenders shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for the Lenders, and in case of an actual conflict of interest one additional counsel in each jurisdiction for each affected party), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Credit Party), other than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemniteeits Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 therebythereby (including, without limitation, the Transactions), (ii) the Term 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by any Loan PartyCredit Party or any Subsidiary thereof, or any environmental liability Environmental Claim related in any way to the Loan Partiesany Credit Party or any Subsidiary, or (viv) 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 Xxxxxxxx, any other Loan PartyCredit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto; provided, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to such any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the bad faith, gross negligence or negligence, willful misconduct or material breach in bad faith of any Loan Document of such Indemnitee or (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.3(b) shall not apply with respect to (Y) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, or (Z) out of pocket expenses in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery, and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, out of pocket expenses incurred in connection with the issuance, amendment, renewal, or extension of any Letter of Credit or any demand for payment thereunder, or in connection with the enforcement or protection of rights in connection with the Loan Documents, the Loans, and the Letters of Credit, in each case to the extent addressed directly in Section 12.3(a).

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveThe Borrower shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), the Loan PartiesCollateral Agent (and any sub-agent thereof), jointly and severally, shall indemnify Agentthe Lender Representative, each Lender Lender, each of their respective successors and permitted assigns and each Related Party of Agent and each Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel to the Indemnitees (excluding allocated costs of internal counsel) (limited to one primary outside counsel for any Indemniteeall Indemnitees and one special or local counsel in each relevant jurisdiction and, in the case of an actual conflict of interest of another firm of counsel for all such affected Indemnitees), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, 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, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release Release or threatened Release or disposal of hazardous materials on Hazardous Materials on, at, under or from any property owned owned, leased or operated by any Loan PartyCompany at any time, or any environmental liability Environmental Claim related in any way to any Company, or the Loan Partiesviolation of any applicable Environmental Law, or (viv) 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 Xxxxxxxx, the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to such 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 non-appealable judgment to have resulted from the gross negligence negligence, bad faith, fraud, or willful misconduct of such Indemnitee (or such Indemnitees’ Related Parties), (y) are attributable to a material breach of such Indemnitee (or such Indemnitee’s Related Parties) of its obligations under the Loan Documents or (z) relate to disputes solely among or between Lenders and/or Agents (other than any claims against any Agent in such capacity or in fulfilling its role as an Agent to the extent such disputes do not arise from any act or omission of the Borrower); provided, further, that, for the avoidance of doubt, losses, claims, damages, liabilities or related expenses subject to indemnification or reimbursement under this Section 10.03(b) shall not include Taxes, other than Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), Arranger, each Lender and L/C Issuer, and each Related Party of Agent and each 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, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for any Indemniteeall Indemnitees taken as a whole in each relevant jurisdiction, and in the case of an 4877- 6131- 2829 v.16 95 actual or perceived conflict of interest, additional counsel in each relevant jurisdiction to the affected Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), ) other than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by L/C Issuer 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Loan PartiesBorrower or any of its Subsidiaries, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN 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, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have (x) resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee.Indemnitee or (B) such Indemnified Party’s material breach of its obligations under this Agreement or any other Loan Document, or (y) arisen out of a dispute solely between or among Indemnified Parties (but excluding any disputes involving Administrative Agent or Arranger acting in its capacity or fulfilling its role as Administrative Agent, Arranger or similar role); provided, further, that, so long as no Event of Default shall have occurred and be continuing at such time, the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required with respect to the settlement of any dispute arising out of, in connection with, or as a result of clauses (i)-(iv) of this Section 10.05(b). Without limiting the provisions of Section 3.01(c), this Section 10.05(b) shall not apply with respect to (i) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) increased cost matters of the type described in Section 3.04. (c)

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) aboveBorrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Loan Parties, jointly Collateral Agent (and severally, shall indemnify Agent, any sub-agent thereof) each Lender and each Issuing Bank, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower party hereto or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by an Issuing Bank 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) the SPAC Transaction, (iv) any actual or alleged presence or release Release or threatened Release of hazardous materials on Hazardous Materials on, at, under or from any property owned owned, leased or operated by any Loan PartyCompany at any time, or any environmental liability Environmental Claim related in any way to the Loan Partiesany Company, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN 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 that, such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Xxxxxxxx or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee.’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 168

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAgent (and any sub-agent thereof), each Lender and each Related Party of Agent and each 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, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document 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, or, in the case of Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower, CNL HP or any Loan PartyOwner, or any environmental liability Environmental Liability related in any way to the Loan PartiesBorrower, CNL HP, any Owner or any Tenant, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party theretothereto IN 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, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender and L/C Issuer, and each Related Party of Agent and each 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, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party), ) other than such Indemnitee and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents, (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by L/C Issuer 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any property owned or operated by Borrower or any Loan Partyof its Subsidiaries, or any environmental liability Environmental Claim or Environmental Liability related in any way to any member of the Loan PartiesConsolidated Group, or (viv) 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 Xxxxxxxx, any other Loan Partymember of the Consolidated Group, and regardless of whether any Indemnitee is a party thereto, IN 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, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(d), this Section 13.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, Borrower shall indemnify AgentAdministrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of Agent and each 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, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by Borrower or any other Loan Party), and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any L/C Issuer 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) the SPAC Transaction, (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Loan Party, Environmental Claims or any environmental liability Environmental Liability related in any way to the Loan PartiesBorrower or any of its Subsidiaries, or (viv) 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 Xxxxxxxx, Borrower or any other Loan Partyof its Subsidiaries, and regardless of whether any Indemnitee is a party theretothereto IN 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, provided that such indemnity shall not, as to such 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 non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.