Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. The Lenders agree to indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agents. The Lenders agree to shall indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective principal amount of Loans held Applicable Percentages in effect on the date on which indemnification is sought under this Section 9.14 (or, if indemnification is sought after the Loans date upon which the Aggregate Total Commitments shall have been repaidterminated and indefeasible Payment in Full, according to ratably in accordance with their respective principal amount of Loans held Applicable Percentages immediately prior to such repaymentdate), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agents. The Lenders agree to indemnify the Agents (to To the extent the Administrative Agent or the Collateral Agent is not reimbursed and indemnified by the Loan Parties Parties, each Lender will reimburse and without limiting indemnify the obligations of Loan Parties hereunder)Administrative Agent and the Collateral Agent, ratably according in proportion to their respective principal amount of Loans held (orits aggregate Applicable Percentage, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment), from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any the Administrative Agent or the Collateral Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithDocument; provided that no Lender shall be liable to the Administrative Agent or the Collateral Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s or the Collateral Agent’s, as applicable, gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionwilful misconduct.

Indemnification of Agents. The Lenders agree to To the extent the Agents are not reimbursed and indemnified by the Credit Parties, each Lender will reimburse and indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder)Agents, ratably according to their the respective principal amount amounts of Loans held (or, if the Loans have been repaidoutstanding under all Facilities (or if no amounts are outstanding, according to their respective principal amount of Loans held immediately prior to such repaymentratably in accordance with the Total Commitments), from in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any Agent the Agents in performing their duties hereunder, in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithCredit Documents; provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s the Agents' gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders agree to indemnify To the extent the Agents (to the extent are not reimbursed and indemnified by the Loan Parties Credit Parties, each Lender will reimburse and without limiting the obligations of Loan Parties hereunder)indemnify (i) each Agent, ratably according to the respective principal amounts of the Loans and participations in Letters of Credit outstanding by each Lender (or if no amounts are outstanding, ratably in accordance with their respective principal amount Commitments under the Facilities administered by such Agent of Loans held which such Lender is a part), and (orii) the Collateral Agent, if ratably according to the respective amounts of the Loans have been repaidand Letters of Credit outstanding under all Facilities (or if no amounts are outstanding, according to their respective principal amount of Loans held immediately prior to such repaymentratably in accordance with the Total Commitments), from in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any such Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithCredit Documents; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders agree to indemnify To the extent the Agents (to the extent are not reimbursed and indemnified by the Loan Parties Credit Parties, each Lender will reimburse and without limiting the obligations of Loan Parties hereunder)indemnify each Agent, ratably according to their the respective principal amount amounts of Loans held (or, if the Loans have been repaidoutstanding (or if no amounts are outstanding, according to their respective principal amount of Loans held immediately prior to such repaymentratably in accordance with the Total Commitments), from in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any such Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithCredit Documents; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders agree to indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment)pro rata shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction. 117 Relation among Lenders. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agents) authorized to act for, any other Lender.

Indemnification of Agents. The Lenders agree to indemnify To the Agents extent that any Agent (or any of its Indemnitees) is not reimbursed and indemnified by Holdings in accordance with and to the extent not reimbursed required by Article XI hereof, the Loan Parties Holders will reimburse and without limiting the obligations of Loan Parties hereunder), ratably according indemnify such Agent (or such Indemnitee) in proportion to their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment), from Pro Rata Share for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any whatsoever kind or nature whatsoever that which may be imposed on, incurred by, or asserted against or incurred by such Agent (or any Agent of its Indemnitees) in performing its duties hereunder or under any other Note Document or in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithNote Document; provided that no Lender Holder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s (or such Indemnitee’s) gross negligence or willful misconduct (as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction in a final and non-appealable decision).

Indemnification of Agents. The Lenders agree to indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.. 9.14

Indemnification of Agents. The Lenders agree to shall indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective principal amount of Loans held Applicable Percentages in effect on the date on which indemnification is sought under this subsection 10.6 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been repaidpaid in full, according to ratably in accordance with their respective principal amount of Loans held Commitment Percentages immediately prior to such repaymentdate), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 141 disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agents. The Lenders agree to indemnify To the extent the Agents (to the extent are not reimbursed and indemnified by the Loan Parties Credit Parties, each Lender will reimburse and without limiting the obligations of Loan Parties hereunder)indemnify (i) each Appropriate Co-Agent, ratably according to the respective principal amounts of the Loans and participations in Letters of Credit outstanding by each Lender under the Facilities administered by such Agent of which such Lender is a part (or if no amounts are outstanding, ratably in accordance with their respective principal amount Commitments under the Facilities administered by such Agent of Loans held which such Lender is a part), and (orii) the Collateral Agent, if ratably according to the respective amounts of the Loans have been repaidand Letters of Credit outstanding under all Facilities (or if no amounts are outstanding, according to their respective principal amount of Loans held immediately prior to such repaymentratably in accordance with the Total Commitments), from in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any such Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithCredit Documents; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders agree to indemnify the Agents each Agent (to the extent not reimbursed by the Loan Security Parties and without limiting the obligations of Loan Parties hereunderor any thereof), ratably pro rata according to the respective amounts of their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment)Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that (including legal fees and expenses incurred in investigating claims and defending itself against such liabilities) which may be imposed on, incurred by, by or asserted against any against, such Agent in any way relating to or arising out of this Agreement or any other Loan Document or Document, any action taken or omitted to be taken by such Agent thereunder or the preparation, administration, amendment or enforcement of, or waiver of any Agent in connection therewith; provided provision of, any Loan Document, except that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders hereby agree to indemnify the Agents Agents, the L/C Issuer and any Related Party, as the case may be (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment)Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent Agent, the L/C Issuer and their Related Parties in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such suchany Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agents. The Lenders agree to indemnify To the extent the Agents (to the extent are not reimbursed and indemnified by the Loan Parties Credit Parties, each Lender will reimburse and without limiting the obligations of Loan Parties hereunder)indemnify (i) each Agent, ratably according to their the respective principal amount amounts of Loans held (or, if the Loans have been repaidoutstanding by each Lender (or if no amounts are outstanding, ratably in accordance with the Commitments), and (ii) the Collateral Agent, ratably according to their the respective principal amount amounts of the Loans held immediately prior to such repaymentoutstanding under all Facilities (or if no amounts are outstanding, ratably in accordance with the Commitments), from in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any such Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithCredit Documents; provided PROVIDED that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s 's gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders agree to To the extent the Agents is not reimbursed and indemnified by the Credit Parties, each Lender will reimburse and indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder)Agents, ratably according to their the respective principal amount amounts of Loans held (or, if the Loans have been repaidoutstanding under all Facilities (or if no amounts are outstanding, according to their respective principal amount of Loans held immediately prior to such repaymentratably in accordance with the Total Commitments), from in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by, by or asserted against any Agent the Agents in performing its duties hereunder, in any way relating to or arising out of this Agreement or any the other Loan Document or any action taken or omitted to be taken by any Agent in connection therewithCredit Documents; provided that no Lender shall be liable to the Agents for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s the Agents' gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agents (to Agents, the extent not reimbursed by L/C Issuer and any Related Party, as the Loan Parties and without limiting the obligations of Loan Parties hereunder)case may be, ratably according to their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment)Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent Agent, the L/C Issuer and their Related Parties in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent Agent, the L/C Issuer and their Related Parties in connection therewith; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s, the L/C Issuer’s and their Related Parties’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification of Agents. The Lenders agree (a) Each Liquidity Bank agrees to indemnify the Agents Collateral Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Loan Seller Parties and without limiting the obligations obligation of Loan the Seller Parties hereunderto do so), ratably according to in accordance with their respective principal amount of Loans held (or, if the Loans have been repaid, according to their respective principal amount of Loans held immediately prior to such repayment)Percentages or Invested Amount, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Collateral Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Collateral Agent in its capacity as Collateral Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by, by or asserted against any the Collateral Agent or such Person as a result of, or arising out of, or in any way relating related to or arising out by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent document furnished in connection therewith; provided that no Lender shall be liable for herewith (but excluding any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from such Agent’s the bad faith, gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionthe Collateral Agent or such Person).