Common use of Indemnity; Limitation of Liability Clause in Contracts

Indemnity; Limitation of Liability. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and each Lender and their respective Affiliates and each of their respective officers, partners, members, directors, trustees, advisors, employees, shareholders, attorneys, controlling persons, agents, sub-agents and each of their respective heirs, successors and assigns (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) claims brought by an Indemnitee solely against another Indemnitee and not arising out of any act or omission of any Credit Party or any of their respective Affiliates other than claims against any Agent (or any of their respective Affiliates) in fulfilling their respective roles as Agent or any similar role in respect of the Loans. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, penalties, claims or costs arising from any non-Tax claim.

Indemnity; Limitation of Liability. (a) Indemnity. In addition to the payment of expenses pursuant to Section 10.29.02 hereof, whether or not the transactions contemplated hereby shall be consummated, each Credit Party the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and each Lender (including any Issuing Lender) and their respective Affiliates and each of their respective the officers, partners, members, directors, trustees, advisors, employees, shareholders, attorneys, controlling persons, agents, sub-agents advisors and affiliates of each of their respective heirs, successors and assigns them (each, an collectively called the “IndemniteeIndemnitees”), ) harmless from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees, expenses and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or any Letter of Credit, the Lenders’ agreement to make the Loans or the use or intended use of the proceeds of any of the Loans or Letters of Credit hereunder (the “indemnified liabilities”); providedprovided that, no Credit Party the Borrower shall have any no obligation to any Indemnitee hereunder with respect to (i) any Indemnified Liabilities to the extent that such Indemnified Liabilities arise indemnified liabilities 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 that Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) claims brought by an Indemnitee solely against another Indemnitee and not arising out of any act or omission of any Credit Party or any of their respective Affiliates other than claims against any Agent (or any of their respective Affiliates) in fulfilling their respective roles as Agent or any similar role in respect of the Loans. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 10.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policypolicy or otherwise, the applicable Credit Party Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities indemnified liabilities incurred by the Indemnitees or any of them. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, penalties, claims or costs arising from any non-Tax claim.

Indemnity; Limitation of Liability. (a) In addition to the payment of expenses pursuant to Section 10.211.02, whether or not any or all of the transactions contemplated hereby Transactions shall be consummated, each Credit Note Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each EOC, Agent and each Lender and Holder, their respective Affiliates and each of its and their respective officers, members, shareholders, partners, members, directors, trustees, advisors, employees, shareholders, advisors (including attorneys, controlling personsaccountants and experts), agents, sub-representatives and agents and each of their respective heirs, successors and assigns and each Person who controls any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, 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; providedprovided that, no Credit Note Party shall have any obligation to any an Indemnitee hereunder with respect to (i) any Indemnified Liabilities to the extent if such Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee, in each case, that Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) in a final, nonappealable order, provided further, that no Note Party shall indemnify any Indemnitee for claims brought by an Indemnitee solely against another Indemnitee and not arising out of any act or omission of any Credit Party or any of their respective Affiliates other than claims against any Agent among the Holders (or any combination thereof), in each case to the extent not related to a breach of their respective Affiliates) in fulfilling their respective roles an obligation of a Note Party as Agent or any similar role in respect determined by a court of the Loanscompetent jurisdiction by final and nonappealable. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 11.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Note Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This The indemnities and waivers set forth in this Section 10.3(a11.03(a) shall not apply with respect to Taxes other than any Taxes that represent lossessurvive the Payment in Full, damages, penalties, claims the termination of this Agreement and the resignation or costs arising from any non-Tax claimremoval of the Agent. All amounts due under this Section 11.03(a) shall be paid within thirty (30) days of receipt by the Issuer of an invoice in reasonable detail.

Indemnity; Limitation of Liability. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and each Lender and their respective Affiliates and each of their respective officers, partners, members, directors, trustees, advisors, employees, shareholders, attorneys, controlling persons, agents, sub-agents and each of their respective heirs, successors and assigns (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) claims brought by an Indemnitee solely against another Indemnitee and not arising out of any act or omission of any Credit Party or any of their respective Affiliates other than claims against any Agent (or any of their respective Affiliates) in fulfilling their respective roles as Agent or any similar role in respect of the Loans. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, penalties, claims or costs arising from any non-Tax claim.. 117