Indemnification of each Agent. The Company agrees to indemnify and hold harmless each Agent, its officers and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by such Agent in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Agent through its bad faith, gross negligence or willful misconduct, and to reimburse such Agent and each such officer, employee and controlling person for any and all expense...
Indemnification of each Agent. (a) The US Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the US Agent and its Affiliates (to the extent not reimbursed by the US Borrowers, but without limiting any obligation of the US Borrowers to make such reimbursement), ratably according to their respective Weighted Percentages, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the US Agent and its Affiliates in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the US Agent and its Affiliates under this Agreement or any of the Loan Documents; provided, however, that no US Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from the US Agent’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each US Lender agrees to reimburse the US Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the US Agent and its Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the US Agent and its Affiliates are not reimbursed for such expenses by the US Borrowers, but without limiting the obligation of the US Borrowers to make such reimbursement. Each US Lender agrees to reimburse the US Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the US Agent and its Affiliates by the US Lenders pursuant to this Section, provided that, if the US Agent or its Affiliates are subsequently reimbursed by the US Borrowers for such amounts, they shall refund to the US Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the US Agent and its Affiliates under this Section shall become impaired as determined in the US Agent’s reasonable judgment o...
Indemnification of each Agent. Each Bank agrees to indemnify each Agent (to the extent not reimbursed under SECTION 10.2 or under the applicable provisions of any other Transaction Document, but without limiting the obligations of the Borrowers under SECTION 10.2 or such provisions), ratably in accordance with its Pro Rata Share for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against any Agent in any way relating to or arising out of this Agreement, any other Transaction Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrowers are obligated to pay under SECTION 10.2 or under the applicable provisions of any other Transaction Document but excluding normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or instruments; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of such Agent, and provided further that no Bank shall be required to compensate an Agent for losses it has incurred solely in its capacity as a Bank hereunder and not as such Agent (such as such Bank's internal valuation of any Loan).
