Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), the Sustainability Structuring Agent (and any sub-agent thereof), each Arranger, each Bank, each Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any 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) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower, or any environmental claim related in any way to such Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”); provided that no Indemnitee will have any right to indemnification for any of the foregoing to the extent resulting from such Indemnitee’s own fraud, gross negligence or willful misconduct or a material breach in bad faith by such Indemnitee of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that any Borrower’s undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9.03(a) shall survive satisfaction and payment of the Borrower’s Obligations of such Borrower and the termination of this Agreement.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay and hold the Administrative Agent (and any sub-agent thereof), the Sustainability Structuring Agent (and any sub-agent thereof), each Arranger, each Bank, each the Issuing Bank, any holders of the Loans, and any Related Party of any of the foregoing Persons (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, in any manner relating to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including any refusal by any the 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) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower, or any environmental claim related in any way to such Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”); provided that no Indemnitee will have any right to indemnification for any of the foregoing to the extent resulting from such Indemnitee’s own fraud, gross negligence or willful misconduct or a material breach in bad faith by such Indemnitee Indemnified Party of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that any Borrower’s the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9.03(a) shall survive satisfaction and payment of the Borrower’s Obligations of such Borrower and the termination of this Agreement.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether Whether or not the transactions contemplated hereby shall be are consummated, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay shall indemnify and hold the Administrative Agent (and any subharmless each Agent-agent thereof)Related Person, the Sustainability Structuring Agent (and any subJoint Lead Arrangers, the Co-agent thereof)Arranger, the Syndication Agent, the Documentation Agents, each ArrangerLender and their respective Affiliates, each Bankdirectors, each Issuing Bankofficers, any holders of employees, counsel, agents, trustees, advisors and attorneys-in-fact (collectively the Loans, and any Related Party of any of the foregoing Persons (collectively, the “"Indemnitees”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts, disbursements, costs expenses and expenses disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may time be imposed on, incurred by or asserted against the Indemnitees by any third party or by any Borrower, such Indemnitee in any manner way relating to or arising out of or in connection with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any of the other Transaction Documents Loan Document or any other agreement, document letter or instrument executed and delivered by such Borrower in connection herewith with the transactions contemplated thereby or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement consummation of the Banks to make the Loans under this Agreementtransactions contemplated thereby, (iib) any Commitment, Loan or Letter of Credit or the use or intended proposed use of the proceeds thereof therefrom (including any refusal by any the Issuing Bank 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) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower), or any environmental claim related in any way to such Borrower or any of its Subsidiaries and (ivc) 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 such Borrowerdefense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “"Indemnified Liabilities”)") , in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that no Indemnitee will have such indemnity shall not, as to any right to indemnification for any of the foregoing Indemnitee, be available to the extent resulting that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s own fraud, the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or a material breach other materials obtained through IntraLinks or other similar information transmission systems in bad faith by such connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its obligations hereunder, activities in each case as determined by a final non-appealable judgment of a court of competent jurisdictionconnection herewith or therewith (whether before or after the Closing Date). To the extent that any Borrower’s undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may All amounts due under this Section 12.11 shall be unenforceable because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liabilities incurred by the Indemnitees or any of thempayable within ten Business Days after demand therefor. The provisions of the undertakings and indemnification set out agreements in this Section 9.03(a) shall survive satisfaction and payment the resignation of the Borrower’s Obligations Administrative Agent, the replacement of such Borrower and any Lender, the termination of this Agreementthe Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnity by Borrower. In addition To the fullest extent permitted by law, Borrower agrees to the payment of expenses pursuant defend (with counsel reasonably satisfactory to Section 9.03(aAdministrative Agent), whether or not the transactions contemplated hereby shall be consummatedprotect, each Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the harmless Lenders and Administrative Agent, any parent corporation, affiliated corporation or subsidiary of Administrative Agent (and any sub-agent thereof), the Sustainability Structuring Agent (Lenders and any sub-agent thereof), each Arranger, each Bank, each Issuing Bank, any holders of the LoansAdministrative Agent, and any Related Party each of any of the foregoing Persons their respective officers, directors, employees, attorneys and agents (collectivelyeach, the an “IndemniteesIndemnified Party”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party each Indemnified Party thereto, in each case which shall also include, without limitation, reasonable attorneys’ fees and costs actually incurred at standard hourly rates (without regard to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liableany statutory attorneys' fees provisions), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that which may be imposed on, incurred by by, or asserted against the Indemnitees by against, any third party Indemnified Party (whether direct, indirect or by consequential and whether based on any Borrowerfederal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of (i) this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution or and delivery of this Agreement, any the Notes and the Loan Documents, the making or issuance and management of the other Transaction Documents or any other agreementLoans, document or instrument executed and delivered by such Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof (including of the Loans and the enforcement of Lenders’ rights and remedies under this Agreement, the Notes, the Loan Documents, any refusal by other instruments and documents delivered hereunder or thereunder; provided, however, that Borrower shall not have any 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) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower, or any environmental claim related in any way to such Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating obligation hereunder to any of the foregoing, whether based on contract, tort Indemnified Party with respect to matters caused by or any other theory, whether brought by a third party or by such Borrower, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”); provided that no Indemnitee will have any right to indemnification for any of the foregoing to the extent resulting from such Indemnitee’s own fraud, gross negligence or the willful misconduct or a material breach in bad faith by gross negligence of any such Indemnitee of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdictionIndemnified Party. To the extent that any Borrower’s the undertaking to indemnify, pay and hold harmless indemnify set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, such Borrower shall contribute satisfy such undertaking to the maximum portion that it is extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to pay such Indemnified Party within five (5) Business Days of written demand, and satisfy under applicable law failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by Borrower, shall be added to the payment and satisfaction obligations of all such Indemnified Liabilities incurred Borrower evidenced by the Indemnitees or any of themNotes and secured by the collateral securing the Loans. This indemnity is not intended to excuse Administrative Agent and the Lenders from performing hereunder. The provisions of the undertakings and indemnification set out in this Section 9.03(a) 11.9 shall survive the closing of the Loans, the satisfaction and payment of the Borrower’s Obligations Notes and any cancellation of such this Loan Agreement. Borrower shall also pay, and hold Administrative Agent and the termination Lenders harmless from, any and all claims of this Agreementany brokers, finders or agents claiming a bona fide right to any fees in connection with arranging the Loans as a result of any action by or agreement with Borrower. Notwithstanding the foregoing, Borrower shall have no obligation to indemnify (i) Administrative Agent with respect to Administrative Agent’s failure to disclose information (as required herein) to the Lenders in connection with any syndication of the Loan or Administrative Agent's failure to comply with its duties and obligations set forth herein or in the other Loan Documents, or (ii) any Lender with respect to its or another Lender’s failure to comply with its duties and obligations set forth herein or in the other Loan Documents.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each (a) Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the Administrative Agent (and each Lender, its successors and assigns, its Affiliates, its directors, officers, attorneys, employees, and agents and the directors, officers, attorneys, employees and agents of its successors and assigns and Affiliates, and all Persons controlling any sub-agent thereof), of them or their Affiliates within the Sustainability Structuring Agent (and any sub-agent thereof), each Arranger, each Bank, each Issuing Bank, any holders meaning of the Loans, and any Related Party of any of the foregoing Persons Securities Act or Securities Exchange Act (collectively, the “Indemnitees”"Indemnified Persons") harmless from and against any and all other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by or involve any third party or by any Borrower, Indemnified Person in any manner relating and all actions, suits, proceedings (including any investigations or inquiries) or claims with respect to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewithLoan Documents, the statements contained in any commitment letters delivered by Senior Subordinated Note Indenture or the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Existing Loan Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof transactions contemplated hereunder or thereunder (whether or not consummated), and (iii) the preparation, execution, delivery, administration and enforcement of the Loan Documents by the Agent or any Lender, and, upon demand by the Agent or any Lender, will pay or reimburse any such Indemnified Person for any legal or other expenses incurred in connection with investigating, defending or preparing to defend or participate in any such action, suit, proceeding (including any refusal by inquiry or investigation) or claim, whether commenced or threatened (including such expenses incurred on any Issuing Bank appeal), it being understood that each Indemnified Person shall have the right to honor a demand for payment under a Letter of Credit if the documents presented select its own counsel in connection with such demand do not strictly comply with matters (subject, in the terms case of such Letter Indemnified Persons other than GE Capital, to the provisions of Creditclause (b) (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower, or any environmental claim related in any way to such Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower, and regardless of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”below); provided that no Indemnitee will have any right Borrower shall not be responsible for such indemnification to indemnification for any of the foregoing such Indemnified Persons to the extent resulting that any such claims, losses, damages, liabilities or expenses result from such Indemnitee’s own fraud, Indemnified Person's gross negligence or willful misconduct or a material breach in bad faith by such Indemnitee of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that any Borrower’s undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liabilities incurred by the Indemnitees or any of themmisconduct. The provisions of the undertakings and indemnification set out in this Section 9.03(a11.11 shall apply whether or not any such Indemnified Person is a party to any such action, suit, proceeding or claim, and are expressly intended to include, but not be limited to, reimbursement of legal and other expenses, including expenses incurred in depositions or discovery proceedings (subject to the provisions of clause (b) below). The indemnity obligations of Borrower hereunder shall survive satisfaction be in addition to, and payment not in limitation of, any other liability or obligation that Borrower may have to any Indemnified Person, at common law or otherwise, including, but not limited to, any obligation of the Borrower’s Obligations of such Borrower and the termination of this Agreementcontribution.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, each (a) Borrower hereby severally, but not jointly, agrees to defend, indemnify, pay indemnify and hold the Administrative Agent (and each Lender, its successors and assigns, its Affiliates, its directors, officers, attorneys, employees, and agents and the directors, officers, attorneys, employees and agents of its successors and assigns and Affiliates, and all Persons controlling any sub-agent thereof), of them or their Affiliates within the Sustainability Structuring Agent (and any sub-agent thereof), each Arranger, each Bank, each Issuing Bank, any holders meaning of the Loans, and any Related Party of any of the foregoing Persons Securities Act or Securities Exchange Act (collectively, the “Indemnitees”"Indemnified Persons") harmless from and ------------------- against any and all other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, in each case to the extent of such Borrower’s Applicable Share (unless attributable to a specific Borrower, in which case such Borrower shall be solely liable), provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees by or involve any third party or by any Borrower, Indemnified Person in any manner relating and all actions, suits, proceedings (including any investigations or inquiries) or claims with respect to or arising out of (i) the execution or delivery of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by such Borrower in connection herewith or therewithLoan Documents, the statements contained in any commitment letters delivered by Senior Subordinated Note Indenture, or the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Existing Credit Agreement, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds thereof transactions contemplated hereunder or thereunder (whether or not consummated), and (iii) the preparation, execution, delivery, administration and enforcement of the Loan Documents by the Agent or any Lender, and, upon demand by the Agent or any Lender, will pay or reimburse any such Indemnified Person for any reasonable legal or other expenses incurred in connection with investigating, defending or preparing to defend or participate in any such action, suit, proceeding (including any refusal by inquiry or investigation) or claim, whether commenced or threatened (including such expenses incurred on any Issuing Bank appeal), it being understood that each Indemnified Person shall have the right to honor a demand for payment under a Letter of Credit if the documents presented select its own counsel in connection with such demand do not strictly comply with the terms of matters if such Letter of Credit) (iii) any actual or alleged presence or release of hazardous substances on or from any property owned or operated by such Borrower, or any environmental claim related in any way to such Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower, and regardless of whether any Indemnitee Indemnified Person is a party thereto (collectivelyto any such action, the “Indemnified Liabilities”)suit, proceeding or claim; provided that no Indemnitee will have any right Borrower shall not be responsible for such -------- indemnification to indemnification for any of the foregoing such Indemnified Persons to the extent resulting from such Indemnitee’s own fraud, gross negligence or willful misconduct or a material breach in bad faith by such Indemnitee of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that any Borrower’s undertaking to indemnifysuch claims, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law losses, damages, liabilities or public policy, such Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all expenses result from such Indemnified Liabilities incurred by the Indemnitees Person's gross negligence or any of themwilful misconduct. The provisions of the undertakings and indemnification set out in this Section 9.03(a) 11.11 ------------- shall survive satisfaction apply whether or not any such Indemnified Person is a party to any such action, suit, proceeding or claim, and payment are expressly intended to include, but not be limited to, reimbursement of the Borrower’s Obligations legal and other expenses, including expenses incurred in depositions or discovery proceedings. The indemnity obligations of such Borrower hereunder shall be in addition to, and the termination not in limitation of, any other liability or obligation that Borrower may have to any Indemnified Person, at common law or otherwise, including, but not limited to, any obligation of this Agreementcontribution.