Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. The Lenders shall indemnify the Agents, each 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 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 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 shall hereby agree to indemnify the Agents, each 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 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 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 (a) Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify the Agentsupon demand each Agent and its directors, each L/C Issuer officers, agents, representatives and any Related Party, as the case may be employees (to the extent not reimbursed by or on behalf of the Loan Parties Borrower and without limiting the obligations obligation of Loan Parties hereunderthe Borrower to do so), ratably according to their Applicable Percentagespro rata in accordance with the aggregate principal amount of the Loans held by such Lender, from and against any and all for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that whatsoever, which may at any time be imposed on, incurred by, by or asserted against any each Agent and its Affiliates and the partners, directors, officers, employees, agents and advisors of each Agent and of such Agent’s Affiliates 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 therewithFinancing Documents (“Indemnified Liabilities”); provided, however, that no Lender shall be liable for the payment to any Agent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Liabilities resulting solely from such AgentPerson’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 shall indemnify To the Agentsextent any Agent is not reimbursed and indemnified by the Borrowers, each L/C Issuer Lender will reimburse 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 Applicable Percentages, from indemnify each Agent in accordance with its Credit Percentage 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 other Loan Document or any action taken or omitted to be taken and by any Agent in connection therewithreason of the ordinary negligence of such Agent; provided, provided that no Lender shall be liable to such Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from from, as to such Agent’s , such Agent'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 shall indemnify the Agents, each 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 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, 148 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 Without limiting the obligations of the Loan Parties hereunder, the Lenders shall hereby agree to indemnify the Agents, each L/C Issuer Agents 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)be, ratably according to their 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 and its 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 and its Related Parties 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 any Agent’s and its 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 Without limiting the obligations of the Loan Parties hereunder, the Lenders shall hereby agree to indemnify the Agents, each L/C Issuer Agents 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)be, ratably according to their 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 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 and their Related Parties 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 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 shall indemnify the Agents, each 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 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 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 shall agree to indemnify the Agents, each L/C Issuer and any Related Party, as the case may be Agent (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunderBorrower), ratably pro rata according to the respective amounts of their Applicable PercentagesCommitments, 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 reasonable 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 and the Notes, any action taken or omitted to be taken by such Agent hereunder or thereunder or the preparation, administration, amendment or enforcement of, or waiver of any Agent in connection therewith; providedprovision of, this Agreement and the Notes, 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 gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Indemnification of Agents. The Lenders shall Each Lender agrees to indemnify the Agents, each L/C Issuer and any Related Party, as the case may be Agent (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunderBorrowers), ratably according to their Applicable Percentages, its Pro Rata Share of the Loans 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, by or asserted against any Agent in any way relating to or arising out of this Agreement Agreement, the other Loan Documents, or any other Loan Document of them, or any action taken or omitted to be taken by Agent under this Agreement, the other Loan Documents, or any Agent in connection therewith; providedof them, 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 solely from such Agent’s 's gross negligence or willful misconduct as determined by a final and nonappealable judgment (except to the extent such gross negligence or willful misconduct was committed at the express direction of a court of competent jurisdictionLenders). THIS PROVISION SHALL SURVIVE THE PAYMENT OF THE INDEBTEDNESS CREATED BY THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS.

Indemnification of Agents. The Lenders shall indemnify the Agents, each L/C Issuer Agents 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 Applicable PercentagesPro 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, 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.