Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 4 contracts
Samples: Agreement (Brandywine Operating Partnership, L.P.), Term Loan a Agreement (Brandywine Operating Partnership, L.P.), Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Except with respect to taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse each Agent and the Joint Lead Arrangers for all their respective reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, each Issuing Lender, the Agents and the Joint Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the documented fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Agents and each Issuing Lender and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Joint Lead Arranger and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding (but excluding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined such Indemnified Liabilities are found by a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of, or material breach of this Agreement by, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxeswritten notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Allison Transmission Holdings Inc), And Collateral Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit Term Loans or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Brandywine Operating Partnership Lp /Pa), Term Loan Credit Agreement (Brandywine Operating Partnership Lp /Pa), Term Loan Credit Agreement (Brandywine Realty Trust)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) to pay or reimburse the Arrangers, the Administrative Agent and the Syndication Agent for all their reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver prepared in connection herewith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementtherewith, and (ii) the Agent-Related Persons consummation and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to each of the Arrangers and the Administrative Agent and the charges of IntraLinks, (b) to pay or reimburse each Lender, each Arranger and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each Arranger and each Agent, (c) to pay, indemnify, and hold each Lender, the Arrangers and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Arranger, each Agent, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys-in-fact and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of the Properties or the use by unauthorized persons of information or other proceeding (but excluding any materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such lossespersons, liabilities, and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrowers hereunder (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence or willful misconduct on of such Indemnitee in breach of a duty owed to the part Borrowers. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrowers agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrowers pursuant to this Section shall be submitted to the Borrowers in accordance with Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Person to be indemnified, as determined by a court Loans and Letters of competent jurisdiction by a final Credit and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Regal Entertainment Group), Credit Agreement (Regal Cinemas Corp), Credit Agreement (Regal Entertainment Group)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the 105 documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole, and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Lead Arranger, each Joint Bookrunner, the Co-Manager and their respective affiliates, and their respective officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding (but excluding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined such Indemnified Liabilities are found by a court of competent jurisdiction by a final and non-appealable judgment)to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Persons, (ii) any Environmental Claim and a material breach of the Loan Documents by such Indemnitee or its Related Persons or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any claims for Non-Excluded TaxesAgent or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) The Borrower agrees (i) to pay or reimburse each of the Agents, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (i) each Agent-Related Person the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with (A) the negotiationdevelopment, preparation, execution and deliverydelivery of, syndication and administration any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of counsel Shearman & Sterling LLP and, to the Administrative Agentextent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and or otherwise retained with the Borrower’s consent (B) any amendment, waiver such consent not to be unreasonably withheld or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementdelayed), and (ii) to pay or reimburse each of the AgentAgents for all their reasonable and documented and invoiced out-Related Persons of-pocket costs and the Lenders expenses incurred in connection with (A) the enforcement or protection preservation of any rights under this Agreement, the other Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementother documents, including the reasonable fees fees, disbursements and disbursements other charges of one firm or counsel for to the Agent-Related Persons and Agents, and, to the extent necessary, a single firm of local counsel in each of appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the LendersBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (Biii) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiariesto pay, indemnify and (b) indemnify the Agent-Related Personshold harmless each Lender, each Lender Agent, the Letter of Credit Issuer, each Lead Arranger and its officers, directors, employees, representatives, Affiliates each Joint Bookrunner and agents their respective Related Parties (without duplication) (the “Indemnified Parties”) from and hold each of them harmless against any and all losses, liabilities, claims, damages damages, liabilities or expenses incurred by penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of them as a result ofany such Losses and related expenses, or to the extent arising out of, resulting from, or in connection with any way related toaction, or by reason ofclaim, any investigationlitigation, litigation investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not any Agent-Related Person such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any Lender is other third person), and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a party theretosingle firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) related to (i) and, in the entering into and/or performance case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Document Documents and any such other documents or the use of the proceeds of any Extensions the Loans or Letters of Credit or Credit, (all the consummation of any other transactions contemplated foregoing in any Credit Documentthis clause (iii), including, without limitationcollectively, the reasonable fees and disbursements of counsel incurred in connection “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any such investigation, litigation or other proceeding (but excluding any such Taxes that represent losses, liabilities, claims, damages damages, liabilities or expenses penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent incurred by reason of arising from (a) the gross negligence negligence, bad faith or willful misconduct on the part of the Person to be indemnified, such Indemnified Party or any of its Related Parties as determined by a court of competent jurisdiction by in a final and non-appealable judgmentdecision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuers, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (iib) any Environmental Claim or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and (iii) any claims for Non-Excluded Taxesan invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations.
Appears in 3 contracts
Samples: Incremental Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) Each Borrower, jointly and severally, agrees (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (iwithout duplication) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, negotiation, execution and deliverydelivery of, syndication and administration any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith (in the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses case of counsel to the Administrative Agent) and (B) any amendment, waiver supplement, modification or consent relating hereto waiver, whether or not effective), and thereto includingthe consummation and administration of the transactions contemplated hereby and thereby, but not limited toincluding the reasonable fees, any disbursements and other charges of (x) Sxxxxx & Kxxxxx LLP (or such amendmentsother counsel as may be agreed by the Administrative Agent and the Parent Borrower), waivers or consents resulting from or related to any work-out, renegotiation or restructure relating (y) one counsel in each relevant material jurisdiction and (z) other advisors and consultants to the performance by Agents to the Borrowers under this Credit Agreement, extent the Parent Borrower provides written consent thereto and (ii) to pay or reimburse the Agent-Related Persons expenses for the Lender Advisor and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of one counsel for the AgentRequired Lenders in each relevant material jurisdiction for all their reasonable and documented out-Related Persons of-pocket costs and each of the Lenders, and expenses (Bwithout duplication) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with the development, preparation, negotiation, execution and delivery of, and any such investigationamendment, litigation supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or other proceeding therewith (but excluding in the case of any such lossesamendment, liabilitiessupplement, claimsmodification or waiver, damages whether or expenses to not effective), and the extent incurred by reason consummation and administration of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final transactions contemplated hereby and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesthereby.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Skillsoft Corp.), Senior Secured Term Loan Credit Agreement (Skillsoft Corp.), Credit Agreement (Skillsoft Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within fifteen (15) days after initial written presentment or demand therefor (or immediately upon demand during the continuance of an Event of Default of the type set forth in Section 10.01(a) or Section 10.01(h)), (a) to pay or reimburse the Agents for all their reasonable and documented (to the extent available) out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication supplement or modification to, this Agreement, the other Credit Documents, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to one lead counsel for the Agents, and if necessary, one local counsel in each material relevant jurisdiction), (b) to pay or reimburse the Agents and the Lenders for all their reasonable and documented (to the extent available) out-of-pocket costs and expenses incurred in connection with any workout or restructuring of the Obligations while an Event of Default is continuing or the enforcement or preservation of any rights under this Credit Agreement and Agreement, the other Credit Documents Documents, and any such other documents, which shall be limited to reasonable fees, disbursements and other charges of one lead counsel (selected by the Administrative Agent) for the Agents and the documents Lenders, collectively, and instruments referred if necessary, one local counsel (selected by the Administrative Agent) in each material relevant jurisdiction, plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons, (c) [reserved], (d) to therein (including, without limitation, the pay or reimburse Collateral Agent for all reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers incurred in exercising its rights under this Credit AgreementSection 8.14, and (iie) the Agent-Related Persons to pay, indemnify and hold harmless each Lender and the Lenders in connection with Agents, their transferees, and their respective Related Parties (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementcollectively, the reasonable fees “Indemnified Parties”) from and disbursements against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, litigation, judgments, suits, of counsel for any kind or nature whatsoever, whether based on contract, tort or any other theory, whether brought by a third party or by the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each regardless of them harmless against whether any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender Indemnified Party is a party thereto) related to , including payment of reasonable and documented (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred available) out-of-pocket costs, expenses or disbursements, including reasonable and documented (to the extent available) fees, disbursements and other charges of counsel (limited to one lead counsel (selected by reason the Administrative Agent) for the Agents and the Lenders, and if necessary, one local counsel (selected by the Administrative Agent) in each material relevant jurisdiction, and, in the case of any actual or perceived conflict of interest, one conflicts counsel for each class of similarly situated Indemnified parties), with respect to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Credit Parties shall have no obligation hereunder to the applicable Indemnified Party with respect to indemnified liabilities to the extent determined in a final judgment of a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Indemnified Party. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any of the Indemnified Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby or any Loan or the use of the proceeds thereof. Except with respect to matters involving fraud on the part of any Credit Party, to the Person fullest extent permitted by Applicable Law, no Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim against any of the Credit Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby or any Loan or the use of the proceeds thereof. None of the Indemnified Parties shall be indemnifiedliable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, as determined by a court of competent jurisdiction by a final and electronic or other information transmission systems in connection with this Agreement, or the other Credit Documents or the transactions contemplated hereby or thereby. This Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesTax claim.
Appears in 3 contracts
Samples: Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each the Agent-Related Person Persons in connection with (A) the negotiation, preparation, execution and delivery, delivery and syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Mxxxx & Vxx Xxxxx, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys’ Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower any Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related PersonsPersons and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates counsel and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any such Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys’ Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or from the material breach by the Person to be indemnified of its obligations under the Credit Documents) (all of the foregoing, as determined by a court collectively, “Indemnified Liabilities”). The agreements in this Section 11.5 shall survive the termination of competent jurisdiction by a final the Commitments and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesthe repayment of the Credit Party Obligations.
Appears in 3 contracts
Samples: Day Revolving Credit Agreement (Polaris Industries Inc/Mn), Revolving Credit Agreement (Polaris Industries Inc/Mn), Revolving Credit Agreement (Polaris Industries Inc/Mn)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit AgreementWhite & Case LLP, and (ii) upon the Agent-Related Persons occurrence and during the Lenders continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) enforcement the gross negligence, bad faith or protection willful misconduct of rights such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the documents and instruments referred to herein and therein Credit Facilities, (including any workouts D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or restructurings), including, without limitation, its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such enforcementproceeding, the reasonable fees Borrower will indemnify and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilities, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out ofof its activities in connection herewith or therewith (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or in consequential damages to a third party). No indemnified Persons shall be liable for any way related to, or damages arising from the use by reason of, unintended recipients of any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Agent-Related indemnified Person or any Lender is a party thereto) related to of its Related Parties (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 3 contracts
Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Energy Corp.), Security Agreement (Energy Future Competitive Holdings Co LLC)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Brandywine Operating Partnership Lp /Pa), Term Loan Agreement (Brandywine Realty Trust), Revolving Credit Agreement (Brandywine Operating Partnership Lp /Pa)
Payment of Expenses; Indemnification. The Borrowers jointly Holdings and severally the Borrower agree to: (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, preparation and execution and deliverydelivery of, syndication and administration of any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxx Xxxxxxxx LLP, as counsel to therein the Agents, or such other counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such 157 other documents, including the reasonable fees, disbursements and other charges of Xxxx Xxxxxxxx LLP, as counsel to the Agents, or such other counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Transactions (including, without limitation, the reasonable fees and expenses of counsel Acquisitions) or, with respect to the Administrative Agent) execution, delivery, enforcement, performance and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under administration of this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the other Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)such other documents, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lendersforegoing relating to the violation of, and (B) noncompliance with or liability under, any bankruptcy or insolvency proceeding of a Borrower Environmental Law, in each case, applicable to Holdings or any of its SubsidiariesSubsidiaries or to any actual or alleged presence, and Release or threatened Release of Hazardous Materials involving or attributable to Holdings or any of its Subsidiaries (ball the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that Holdings shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) indemnify the Agent-Related Personsgross negligence, each Lender and bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, or any of its or its Affiliates’ officers, directors, employees, members or agents, (ii) a material breach of any Credit Document by the party to be indemnified or (iii) disputes between and among Persons otherwise entitled to indemnification; provided that the Agents (and their related affiliates, officers, directors, employees, agents, controlling persons, advisors and other representatives), Affiliates and agents to the extent acting in their capacity as such, shall remain indemnified in respect of such disputes to the extent otherwise entitled to be so indemnified hereunder. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from and hold each the use by others of them harmless against any and all lossesinformation or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, liabilitiesnor shall any such Person have any liability for any special, claimspunitive, indirect or consequential damages relating to this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out of, of its activities in connection herewith or in any way related to, therewith (whether before or by reason of, any after the Closing Date). In the case of an investigation, litigation or other proceeding (to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other proceeding Person, whether or not any Person entitled to indemnification under clause (but excluding d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by Holdings of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any such lossesclaims for Taxes, liabilitieswhich shall be governed exclusively by Section 5.4 and, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedset forth therein, as determined by a court of competent jurisdiction by a final Sections 2.10 and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes3.5.
Appears in 3 contracts
Samples: Credit Agreement (PRA Health Sciences, Inc.), Credit Agreement (PRA Health Sciences, Inc.), Credit Agreement (PRA Health Sciences, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole, and (c) to pay, indemnify or reimburse each Lender, each Agent, the Documentation Agents, each Issuing Lender, each Lead Arranger and their respective affiliates, and their respective officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding (but excluding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined such Indemnified Liabilities are found by a court of competent jurisdiction by a final and non-appealable judgment)to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Persons, (ii) any Environmental Claim and a material breach of the Loan Documents by such Indemnitee or its Related Persons or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any claims for Non-Excluded TaxesAgent or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, on the Closing Date to the extent invoiced, or at any time following the Closing Date (a) to pay or reimburse the Agent for all reasonable their respective out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of their respective counsel to therein the Agent; provided that the amount that Borrower shall pay pursuant to this clause (includinga) shall not be in excess of $750,000, without limitation(b) to pay or reimburse each Lender and the Agent for all their respective out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement (including retention of financial advisors), the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to the Lenders and of counsel to the Agent, (c) [reserved], (d) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all reasonable fees and expenses of counsel incurred in exercising its rights under Section 9.12, (e) to pay, indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender from and against any and all actual liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, and out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever (other than Taxes, which shall be governed by Section 5.05), and (f) to pay, indemnify and hold harmless each Lender and the Agent, their transferees, and their respective Related Parties (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, and out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including fees, disbursements and other charges of counsel, with respect to the Transactions, the enforcement, preservation or protection of its rights under, this Agreement (and the execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents solely with respect to the Agent), the other Credit Documents and any such other documents, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations (including retention of financial advisors) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure of the foregoing relating to the performance by the Borrowers under this Credit Agreementviolation of, and (ii) the Agent-Related Persons and the Lenders in connection noncompliance with (A) enforcement or protection liability under, any Environmental Law, or any actual or alleged presence of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitationHazardous Materials, in connection with each case applicable to the operations of each Credit Party, any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower their respective Subsidiaries or any of their real property (all the foregoing in this clause (f), collectively, the “indemnified liabilities”); provided, that the Credit Parties shall have no obligation hereunder to the applicable Indemnified Party with respect to indemnified liabilities to the extent determined in a final judgment of a court of competent jurisdiction to have (x) arisen primarily from gross negligence or willful misconduct of such Indemnified Party, or (y) arisen out of any claim, litigation, investigation or proceeding brought by such Indemnified Party solely against one or more other Indemnified Party that does not involve any act or omission of any Credit Party or any of their respective subsidiaries or affiliates; provided further, that the Borrower shall not be required to reimburse the legal fees and expenses of more than one primary outside counsel, one special or regulatory counsel and up to one local counsel in each applicable material local jurisdiction) for all Persons indemnified hereunder taken as a whole unless, in the reasonable opinion of the Administrative Agent, Collateral Agent or the reasonable opinion of its Subsidiariescounsel, representation of all such indemnified Persons by such counsels would be inappropriate due to the existence of an actual or potential conflict of interest. The agreements in this Section 13.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party, no Lender and the Agent shall not assert, and (b) indemnify the Agent-Related Personseach Credit Party, each Lender and its officersthe Agent hereby waives, directors, employees, representatives, Affiliates and agents from and hold each of them harmless any claim against any and all losses, liabilities, claims, damages of the Indemnified Parties or expenses incurred by any of them the Credit Parties, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Except with respect to matters involving fraud on the part of any Credit Party, to the fullest extent permitted by Applicable Law, no Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim against any of the Credit Parties, on any theory of liability, for special, exemplary or punitive damages arising out of, or in any way related toconnection with, or by reason as a result of, this Agreement, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Credit Document or any Lender is a party thereto) related to (i) agreement or instrument contemplated hereby, the entering into and/or performance of transactions contemplated hereby or thereby, any Credit Document Loan or the use of the proceeds thereof. None of the Indemnified Parties shall be liable for any damages arising from the use by unintended recipients of any Extensions of Credit information or the consummation of any other transactions contemplated in any Credit Documentmaterials distributed by it through telecommunications, including, without limitation, the reasonable fees and disbursements of counsel incurred electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. This Section 13.05 shall not apply with respect to Taxes other than any such investigation, litigation or other proceeding (but excluding any such Taxes that represent losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifieddamages, as determined by a court of competent jurisdiction by a final and etc., arising from any non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesTax claim.
Appears in 3 contracts
Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) Each of Holdings and the Borrowers, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (iwithout duplication) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, execution and deliverydelivery of, syndication and administration any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrowers), one counsel in each relevant local jurisdiction with the consent of the Borrowers (such consent not to therein be unreasonably withheld or delayed), (including, without limitationii) to pay or reimburse each Agent or any Letter of Credit Issuer for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees fees, disbursements and expenses other charges of one firm or counsel to the Administrative Agent and the Collateral Agent) and (B) any amendment, waiver or consent relating hereto and thereto includingand, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance extent required, one firm or local counsel in each relevant local jurisdiction with the Borrowers’ consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), (iii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Borrowers under this Letter of Credit Agreement, and (ii) the Agent-Related Persons and the Lenders Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (Aiv) enforcement or protection of rights under the Credit Documents to pay, indemnify and the documents and instruments referred to herein and therein (including any workouts or restructurings)hold harmless each Lender, including, without limitation, in connection with any such enforcementeach Agent, the reasonable fees Letter of Credit Issuer and disbursements of counsel for their respective Related Parties (without duplication) (the Agent-Related Persons and each of the Lenders, and (B“Indemnified Persons”) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, claims, damages, liabilities, claimsobligations, damages demands, actions, judgments, suits, costs, expenses, disbursements or expenses incurred penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrowers of any existence of such conflict and in connection with the investigating or defending any of them as the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a result ofsingle special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), arising out of, or in with respect to the Transactions or to the execution, delivery, performance and administration of this Agreement, the other Credit Documents and any way related tosuch other documents, or by reason including any of the foregoing relating to the violation of, noncompliance with or liability under, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Environmental Law or any Lender is a party thereto) related actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentgross negligence, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence bad faith or willful misconduct on the part of the such Indemnified Person to be indemnified, or any of its Related Parties as determined by a court of competent jurisdiction by in a final and non-appealable judgment)judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any Environmental Claim of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any claims for Nonproceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrowers or their Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Excluded TaxesTax claim.
Appears in 3 contracts
Samples: Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Except with respect to Taxes which are addressed in Section 2.10, the Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facility (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (includingany amendment, without limitationsupplement or modification thereto, the reasonable fees and expenses of counsel and, as to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgent only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Administrative Agent and the Lenders, taken as a whole, and (c) to pay, indemnify or reimburse each Lender, the Administrative Agent, each Lead Arranger and their respective affiliates, and their respective officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding (but excluding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined such Indemnified Liabilities are found by a court of competent jurisdiction by a final and non-appealable judgment)to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Persons, (ii) any Environmental Claim and a material breach of the Loan Documents by such Indemnitee or its Related Persons or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of the Administrative Agent or Lead Arranger in a suit involving the Administrative Agent or Lead Arranger in its capacity as such). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is the Administrative Agent or any claims for Non-Excluded Taxesof its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of the Administrative Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 9.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Borrower at the address thereof set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 9.5 shall survive repayment of the Obligations.
Appears in 3 contracts
Samples: Guarantee Agreement (Booz Allen Hamilton Holding Corp), Guarantee Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp)
Payment of Expenses; Indemnification. The Borrowers jointly Borrower agrees, on the Closing Date to the extent invoiced subject to the terms and severally agree to: conditions of Section 6.16, or at any time following the Closing Date, within thirty (30) days after initial presentment or demand therefor (or immediately upon demand during the continuance of a Specified Event of Default), (a) to pay or reimburse each Agent for all their respective, reasonable and documented (to the extent available) out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of their respective counsel (limited to therein one lead counsel for the Agents and one regulatory counsel for the Agents to the extent reasonably necessary, and, if necessary, one local counsel in the relevant material jurisdiction) to each Agent, (includingb) to pay or reimburse each Lender and each Agent for all their respective, without limitationreasonable and documented (to the extent available) out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement (including retention of financial advisors), the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to the Lenders and of counsel to the Agents (which shall be limited to one lead counsel, one regulatory counsel to the extent reasonably necessary, for the Agents, and, if necessary, one local counsel in the relevant material jurisdiction to the Lenders, as a group, and to the Agents, as another group, and, solely in the event of a conflict of interest, one additional lead counsel and one additional regulatory counsel per Agent to the extent reasonably necessary (and, if necessary, one local counsel in each relevant material jurisdiction per Agent) to each group of similarly situated affected Persons), (c) [reserved], (d) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all reasonable fees and expenses incurred in exercising its rights under Section 9.12 and (e) to pay, indemnify and hold harmless each Lender and the Agents, their transferees, and their respective Related Parties (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, and reasonable and documented (to the extent available) out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented (to the extent available) fees, disbursements and other charges of counsel, with respect to the enforcement, preservation or protection of its rights under, this Agreement (and the execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents solely with respect to the Agents), the other Credit Documents and any such other documents, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations (including retention of financial advisors) and any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law, or any actual or alleged presence of Hazardous Materials, in each case applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (f), collectively, the “indemnified liabilities”); provided, that the Credit Parties shall have no obligation hereunder to the applicable Indemnified Party with respect to indemnified liabilities to the extent determined in a final judgment of a court of competent jurisdiction to have arisen from (i) gross negligence or willful misconduct of such Indemnified Party, (ii) a material breach by such Indemnified Party of its obligations under any Credit Document which is not made in response to a breach by a Credit Party under any Credit Document or (iii) disputes among the Indemnified Parties for actions by one or more of the Agents which is outside of the scope of any such Agent’s capacity as an Agent hereunder and that does not involve any act or omission by Holdings, the Borrower or their respective Affiliates; provided further, that the Borrower shall not be required to reimburse the legal fees and expenses of more than one primary outside counsel (in addition to one special or regulatory counsel and up to one local counsel in each applicable material local jurisdiction) for all Persons indemnified hereunder taken as a whole unless, in the reasonable opinion of the Administrative Agent) and (B) any amendment, waiver Collateral Agent or consent relating hereto and thereto includingthe reasonable opinion of its counsel, but not limited to, any representation of all such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating indemnified Persons by such counsels would be inappropriate due to the performance existence of an actual or potential conflict of interest. The agreements in this Section 13.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by the Borrowers under this Applicable Law, no Credit AgreementParty, no Lender and no Agent shall assert, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the each Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related PersonsParty, each Lender and its officerseach Agent hereby waives, directors, employees, representatives, Affiliates and agents from and hold each of them harmless any claim against any and all losses, liabilities, claims, damages of the Indemnified Parties or expenses incurred by any of them the Credit Parties, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Except with respect to matters involving fraud on the part of any Credit Party, to the fullest extent permitted by Applicable Law, no Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim against any of the Credit Parties, on any theory of liability, for special, exemplary or punitive damages arising out of, or in any way related toconnection with, or by reason as a result of, this Agreement, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Credit Document or any Lender is a party thereto) related to (i) agreement or instrument contemplated hereby, the entering into and/or performance of transactions contemplated hereby or thereby, any Credit Document Loan or the use of the proceeds thereof. None of the Indemnified Parties shall be liable for any damages arising from the use by unintended recipients of any Extensions of Credit information or the consummation of any other transactions contemplated in any Credit Documentmaterials distributed by it through telecommunications, including, without limitation, the reasonable fees and disbursements of counsel incurred electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. This Section 13.05 shall not apply with respect to Taxes other than any such investigation, litigation or other proceeding (but excluding any such Taxes that represent losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifieddamages, as determined by a court of competent jurisdiction by a final and etc., arising from any non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesTax claim.
Appears in 3 contracts
Samples: Credit Agreement (Tiga Acquisition Corp.), Credit Agreement (Tiga Acquisition Corp.), Credit Agreement (Tiga Acquisition Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and (B) the fees and expenses of counsel for the Agent in connection with collateral or foreign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the New Credit Agreement Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the New Credit Agreement Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Personseach New Credit Agreement Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any New Credit Agreement Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 3 contracts
Samples: Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, each Issuing Lender, the Agents and the Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel incurred (including the allocated fees and expenses of in-house counsel) to each Lender, each Issuing Lender and the Agents and other advisors and professionals engaged by the Administrative Agent or the Lead Arrangers in connection with enforcement proceedings, (c) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Agents for, and hold each Lender, each Issuing Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify or reimburse each Lender, each Issuing Lender, each Agent, the Lead Arrangers and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any such investigationclaim, litigation action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other proceeding (but excluding Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to, or any Environmental Claims related to, the operations of Holdings, the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities have resulted from the bad faith, gross negligence, willful misconduct or material breach of, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons. All amounts due under this Section shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by reason the Borrower pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesObligations.
Appears in 2 contracts
Samples: Credit Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and Arranger in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (includingtherein, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit AgreementAgreement (including, without limitation, in the case of either (A) or (B) above, the reasonable fees and expenses of counsel to the Administrative Agent, who may or may not be employees of the Administrative Agent) and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection and collection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent-Related Persons , who may or may not be employees of the Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Administrative Agent-Related Persons, Arranger, each Lender and its each of their officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , Arranger or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other Extensions of Credit Credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, (ii) any Environmental Claim, (iii) any claims for Non-Excluded Taxes (but excluding in the case of clauses (i), (ii) and (iii) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Pulte Homes Inc/Mi/), Credit Agreement (Pulte Homes Inc/Mi/)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Closing Date, on the Closing Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit AgreementWhite & Case LLP, and (ii) upon the Agent-Related Persons occurrence and during the Lenders continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) enforcement the gross negligence, bad faith or protection willful misconduct of rights such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the documents and instruments referred to herein and therein Credit Documents, (including any workouts D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or restructurings), including, without limitation, its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such enforcementproceeding, the reasonable fees Borrower will indemnify and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilities, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out ofof its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or in consequential damages to a third party). No indemnified Persons shall be liable for any way related to, or damages arising from the use by reason of, unintended recipients of any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Agent-Related indemnified Person or any Lender is a party thereto) related to of its Related Parties (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 2 contracts
Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)
Payment of Expenses; Indemnification. (a) The Borrowers Credit Parties jointly and severally agree to: (a) pay on demand all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents in connection with (A) the syndication, negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agents and the fees and expenses of counsel for the Agents in connection with collateral or foreign issues but not the fees and expenses of any other Lender's counsel), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related Persons, each Agent and each Lender and its their respective affiliates, controlling persons, officers, directors, employees, representatives, Affiliates representatives and agents (each an "indemnitee") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Agent or any Lender or other indemnitee is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim (except to the extent such claim arises from the gross negligence or willful misconduct of any indemnified party) and (iii) any claims for Non-Excluded Taxes; provided that no indemnity or reimbursement shall be required in respect of (a) any claims relating to the rights of a Lender as a holder of the Subordinated Debt or (b) any claims relating to the obligations of any indemnified party in any capacity other than as an Agent or a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Knoll Inc), Credit Agreement (Knoll Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agents and the fees and expenses of counsel for the Agents in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party of any of its Subsidiaries, Subsidiaries and (b) indemnify the each Agent-Related Persons, NCMI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NCMI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes or Florida Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Sports & Recreation Inc), Credit Agreement (Jumbosports Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and NationsBanc Montxxxxxx Xxxurities LLC (i"NMS") each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Loan Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative AgentAgents as well as Canadian counsel to the Agents) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, Agreement and (ii) of the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Loan Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, ); (ii) pay and hold each of the Lenders harmless from and against any and all claims for Non-Excluded Taxes 91 97 as set forth in Section 4.13 and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Non-Excluded Taxes; and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (biii) indemnify the each Agent-Related Persons, NMS and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NMS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Loan Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Loan Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they relate to disputes solely between or among the Lenders and/or the Agents, or they relate to a material breach of this Agreement by the Lenders or they are incurred by reason of the gross negligence negligence, willful misconduct or willful professional misconduct on the part of the Person to be indemnified). Anything herein to the contrary notwithstanding, no Borrower shall have any obligation to indemnify any Person under this Section 11.5 from and against any expenses incurred by such Person as determined a result of or in connection with any litigation, action or proceeding asserted by a court either of competent jurisdiction by them against the other in which such Borrower is the prevailing party in a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Shorewood Packaging Corp), Credit Agreement (Shorewood Packaging Corp)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Closing Date, on the Closing Date, (a) if the Closing Date occurs, to pay or reimburse the Agents and the Joint Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith (including any amendment or waiver with respect thereto), and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable and documented fees, disbursements and other charges of Xxxxx Xxxx & Xxxxxxxx LLP and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction, excluding in each case allocated costs of in-house counsel and fees and expenses of counsel solely to the Administrative Agent) and (B) any amendmentextent the Borrower has consented to the retention of such other Person, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related expenses with respect to any work-out, renegotiation other advisor or restructure relating to the performance by the Borrowers under this Credit Agreementconsultant, and (ii) upon the Agent-Related Persons occurrence and during the Lenders continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender and each Agent and their respective Affiliates, and the directors, officers, partners, employees and agents of any of the foregoing, from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) enforcement the gross negligence, bad faith or protection willful misconduct of rights such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents and the documents and instruments referred to herein and therein as determined by a final non-appealable judgment of a court of competent jurisdiction, (including any workouts C) disputes not involving an act or restructurings), including, without limitation, in connection with any such enforcementomission of Holdings, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its Subsidiariescapacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities or (D) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment in any such proceeding, the Borrower will indemnify and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilitiesclaims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent of any losses, claims, damages or damages, liabilities and expenses incurred or paid by such indemnified Person to a third party unaffiliated with such indemnified Person). No indemnified Persons shall be liable for any damages arising from the use by unintended recipients of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Agent-Related indemnified Person or any Lender is a party thereto) related to of its Related Parties (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Avaya Holdings Corp.), Intercreditor Agreement (Avaya Holdings Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and NMS in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) , and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party of any of its Subsidiaries, and (b) indemnify the Administrative Agent-Related Persons, NMS and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , NMS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Brandywine Realty Trust), Credit Agreement (Brandywine Realty Trust)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) The Borrower agrees (i) to pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, supplement, waiver or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole) in connection with all of the foregoing, and (ii) to pay or reimburse each Lender, each Issuing Lender, the Agents and the Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel incurred (but limited, in the case of (x) legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Persons) and, if necessary, of one local counsel in each relevant jurisdiction to such Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for all similarly affected Persons) and (y) any other advisors or professionals, to other advisors and professionals engaged by the Administrative Agent) in connection with enforcement proceedings. Other than to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within 30 days of receipt of an invoice relating thereto, setting forth such expenses in reasonable detail and together with backup documentation supporting such reimbursement requests. Except with respect to stamp, recording and similar Other Taxes (and, in any such investigationevent, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages Other Taxes in respect of any assignments or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgmentparticipations), (iithis Section 10.5(a) any Environmental Claim shall not apply with respect to Taxes, which shall be governed by Sections 2.19 and (iii) any claims for Non-Excluded Taxes2.20.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Affinity Gaming), Credit Agreement (Affinity Gaming)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Except with respect to Taxes, which shall be governed by Section 2.20, the Borrower agrees (a) to pay or reimburse each Agent and the Joint Lead Arrangers for all reasonable their respective reasonable, documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, each Issuing Lender, the Agents and the Joint Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the documented fees and disbursements of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Agents for, and hold each Lender, each Issuing Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other proceeding (but excluding taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify or reimburse each Lender, each Agent, each Joint Lead Arranger and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, liabilitiesdamages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, material breach of the Loan Documents by, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons or any dispute among the indemnified persons (other than any dispute involving any Agent or Arranger in is capacity as such). All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations. 103
Appears in 2 contracts
Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Documentation Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Documentation Agent and the fees and expenses of counsel for the Documentation Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party of any of its Subsidiaries, Subsidiaries and (b) indemnify the each Agent-Related Persons, and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Varsity Spirit Corporation), Credit Agreement (Riddell Sports Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the LOC Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agents and the fees and expenses of counsel for the Agents in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a the Borrower or any of its Subsidiaries, a Material Subsidiary and (b) indemnify the each Agent-Related Persons, NCMI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NCMI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or any LOC Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document or any LOC Document, including, without limitation, the reasonable fees and disbursements of counsel and settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Covance Inc), Credit Agreement (Covance Inc)
Payment of Expenses; Indemnification. The Borrowers jointly Before or after the occurrence of an Event of Default, Secured Party may, from time to time, take such actions as it deems reasonably necessary, in its discretion, to maintain or preserve the Collateral and severally agree to: (a) pay all reasonable out-of-pocket costs to protect and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)defend its interest therein, including, without limitation, payment and discharge of taxes, liens or other encumbrances thereon, making repairs, and paying any filing or recording fees and indebtedness and other taxes payable in connection with the Collateral, this Security Agreement or the transactions contemplated hereby. The Grantor agrees to pay on demand all costs and expenses incurred by the Secured Party in connection with the negotiation, preparation, execution, administration, and enforcement of this Security Agreement and any such enforcementand all amendments, modifications, and supplements hereto and the reasonable maintenance, preservation or protection of the Collateral and/or Secured Party’s interest therein. The Grantor agrees to pay and to hold the Secured Party harmless from and against all fees and disbursements of counsel for all excise, sales, stamp, indebtedness and other taxes payable in connection with this Security Agreement or the Agent-Related Persons transactions contemplated hereby. The Grantor hereby agrees to defend, indemnify and hold harmless the Secured Party and each of the Lenders, affiliate thereof and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its their respective officers, directors, employees, representativesattorneys, Affiliates and agents from from, and hold each of them harmless against against, any and all losses, liabilities, claims, damages or actions, damages, penalties, judgments, costs, and expenses incurred by (including attorneys’ fees and expenses) to which any of them as a result ofmay become subject which directly or indirectly arise from or relate to (a) the negotiation, execution, delivery, performance, administration, or arising out ofenforcement of this Security Agreement or any other instrument or agreement securing, evidencing, or in relating to the Obligations or any way related topart thereof, (b) use, operation, condition, possession or ownership of the Collateral or any part thereof, (c) any breach by the Grantor of any representation, warranty, covenant, or by reason ofother agreement contained in this Security Agreement or any other instrument or agreement securing, evidencing, or relating to the Obligations or any part thereof, or (d) any investigation, litigation litigation, or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentproceeding, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such threatened investigation, litigation litigation, or other proceeding (but excluding relating to any of the foregoing; provided, however, that the Grantor shall have no obligation hereunder for any such losses, liabilities, claims, damages damages, penalties, judgments, costs or expenses to the extent sustained or incurred by reason as a direct result of the Secured Party’s gross negligence or willful misconduct on misconduct. The Grantor hereby further agrees to defend, indemnify and hold the part Secured Party and any agent designated by the Secured Party to take possession of any Collateral harmless from and against all losses, claims, actions, damages, penalties, judgments, costs, expenses (including attorneys’ fees and expenses)and any other type of financial exposure suffered by such Secured Party and such agent(s) in connection with the performance of their duties or enforcement of their rights hereunder (except to the extent sustained or incurred as a direct result of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgmentSecured Party’s or such agent’s gross negligence or willful misconduct), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesincluding all steps taken or not taken in connection with the perfection, maintenance, protection or enforcement of the security interests in the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Viemed Healthcare, Inc.), Security Agreement (Viemed Healthcare, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of (i) each the Agent-Related Person , the Lenders and their respective Affiliates in connection with (Ai) the syndication, negotiation, preparation, execution and execution, delivery, syndication administration and administration monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the reasonable and documented fees and expenses of one primary counsel to the Agent (and one local counsel in each relevant jurisdiction as reasonably necessary as determined by the Agent and, in the case of actual or perceived conflict of interest, one additional counsel as reasonably deemed to be necessary by the Lenders), the reasonable and documented fees and expenses of counsel to for the Administrative Agent) Agent in connection with collateral issues and all due diligence, and all recording costs, fees and taxes payable in connection with the Collateral, and (Bii) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by any of the Borrowers Credit Parties under this Credit AgreementAgreement or any other Credit Documents. In addition, the Borrower shall, upon demand, pay to the Agent and (ii) the Agent-Related Persons any Lender all documented costs and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein expenses (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable and documented fees and disbursements of counsel for (including allocated costs of internal counsel) and other professionals, including, financial consultants) paid or incurred by the AgentAgent or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, including, but not limited to, any work-Related Persons and each out, re-negotiation or restructure relating to the performance by any of the LendersCredit Parties under this Credit Agreement or any other Credit Documents, and (B) any bankruptcy in collecting the Loans, (C) in foreclosing or insolvency proceeding of a Borrower otherwise collecting upon the Collateral or any of its Subsidiaries, part thereof and (bD) indemnify the Agent-Related Personsobtaining any legal, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation accounting or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred advice in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesforegoing.
Appears in 2 contracts
Samples: TransMontaigne Partners L.P., TLP Equity Holdings, LLC
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the syndication, negotiation, preparation, execution and execution, delivery, syndication administration and administration monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the reasonable fees and expenses of special counsel to the Administrative Agent) , the reasonable fees and expenses of counsel for the Agent in connection with collateral issues and all due diligence, and the costs and expenses incurred in connection with all appraisals, field exams, and of obtaining all Real Property Documentation, and all recording costs, fees and taxes payable in connection with the Collateral, and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by any of the Borrowers Credit Parties under this Credit Agreement, Agreement or any other Credit Documents and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (or executed in connection therewith, including but not limited to, any workouts work-out, re-negotiation or restructurings)restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other Credit Documents, including, without limitation, in connection with any such enforcementenforcement upon receipt of a correct invoice, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel), and (B) any bankruptcy or insolvency proceeding the reasonable fees and expenses of a financial consultant engaged by the Agent or its counsel in connection with the foregoing. The Borrower or any of its Subsidiariesshall indemnify, defend and (b) indemnify hold harmless the Agent-Related Persons, Wachovia Capital Markets, LLC (in its capacity as arranger), the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation of any other Credit Documents or the transactions contemplated in hereby or thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit DocumentAgreement, the other Credit Documents or any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses (except to the extent incurred by reason that any of the foregoing are finally judicially determined to have resulted from their own gross negligence or willful misconduct on misconduct)incurred in connection with any remedial or other action taken by the part Borrower or any of the Person Lenders in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders or ordinances. If and to be indemnifiedthe extent that the obligations of the Borrower hereunder are unenforceable for any reason, as determined such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by a court the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of competent jurisdiction by a final this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and non-appealable judgment)delivered in connection herewith, (iiB) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any Environmental Claim part thereof and (iiiD) obtaining any claims for Non-Excluded Taxeslegal, accounting or other advice in connection with any of the foregoing.
Appears in 2 contracts
Samples: Pledge Agreement (TransMontaigne Partners L.P.), Transmontaigne Inc
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each the Agent-Related Person Persons in connection with (A) the negotiation, preparation, execution and delivery, delivery and syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Mooxx & Van Xxxxx, xpecial counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys' Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower any Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related PersonsPersons and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates counsel and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any such Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys' Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or from the material breach by the Person to be indemnified of its obligations under the Credit Documents ) (all of the foregoing, as determined by a court collectively, "Indemnified Liabilities"). The agreements in this Section 11.5 shall survive the termination of competent jurisdiction by a final the Commitments and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesthe repayment of the Credit Party Obligations.
Appears in 2 contracts
Samples: Day Revolving Credit Agreement (Polaris Industries Inc/Mn), Credit Agreement (Polaris Industries Inc/Mn)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit AgreementWhite & Case LLP, and (ii) upon the Agent-Related Persons occurrence and during the Lenders in connection with (A) enforcement or protection continuation of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitationan Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the reasonable fees other Credit Documents and disbursements of counsel for the Agent-Related Persons and each any such other documents, including, any of the Lendersforegoing relating to the violation of, and noncompliance with or liability under, any Environmental Law (B) any bankruptcy or insolvency proceeding of a Borrower other than by such indemnified person or any of its SubsidiariesRelated Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit 204 Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities, (bD) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such proceeding, the Borrower will indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilities, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out ofof its activities in connection herewith or therewith (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or in consequential damages to a third party). No indemnified Persons shall be liable for any way related to, or damages arising from the use by reason of, unintended recipients of any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Agent-Related indemnified Person or any Lender is a party thereto) related to of its Related Parties (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 2 contracts
Samples: Junior Lien Intercreditor Agreement (Vistra Energy Corp), Junior Lien Intercreditor Agreement (Energy Future Competitive Holdings Co LLC)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (includingany amendment, without limitationsupplement or modification thereto, the reasonable fees and expenses of counsel and, as to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgent only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Administrative Agent (including one primary counsel and such local counsel as the Administrative Agent may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, each Issuing Lender, the Administrative Agent and the Joint Lead Arrangers for all their out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel incurred (including the allocated fees and expenses of in-house counsel) to each Lender, each Issuing Lender and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Administrative Agent for, and hold each Lender, each Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify or reimburse each Lender, each Issuing Lender, the Administrative Agent, each Joint Lead Arranger and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any such investigationclaim, litigation action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other proceeding (but excluding Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent, the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Parent or the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that neither the Parent nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct on of, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the part Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesObligations.
Appears in 2 contracts
Samples: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) The Borrower agrees (i) to pay or reimburse each of the Agents and the Arrangers for all their reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Term Loan Facility (Aother than fees payable to syndicate members) and the development, negotiation, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver prepared in connection herewith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementtherewith, and (ii) the Agent-Related Persons consummation and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of a single law firm as counsel to the Agents and the Arrangers and one local counsel to the Agents in any relevant jurisdiction, (ii) to pay or reimburse each Lender and the Agents for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the Agents taken as a whole and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such investigationPersons and one additional primary counsel and, litigation if necessary or advisable and one local counsel in each relevant jurisdiction, and (iii) to pay, indemnify or reimburse each Lender, the Agents, their respective Affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesdamages, claimspenalties, damages claims (including Environmental Claims), actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons and the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, or as a result of (A) the execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder, (B) any Term Loan or the use or proposed use of the proceeds thereof, (C) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding arising out of, or as a result of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, damages, etc., arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities (x) are found by reason a final and nonappealable decision of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or any of its officers, directors, trustees, employees, advisors, agents and controlling persons or (y) resulted from any proceeding that does not involve an act or omission by a final the Borrower or any of its Affiliates, shareholders, partners or other equity holders and non-appealable judgment), (ii) any Environmental Claim and (iii) that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or an Arranger under the Term Loan Facility. No Indemnitee shall be liable for Non-Excluded Taxesany damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons, except to the extent that such damages have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or any of its officers, directors, trustees, employees, advisors, agents and controlling persons. No Indemnitee or Loan Party shall be liable for any special, indirect, consequential or punitive damages in connection with the Term Loan Facility; provided, however, that this sentence shall not otherwise affect the indemnification and reimbursement obligations of the Borrower in this Section 9.5. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee other than those resulting from the gross negligence, bad faith, willful act or omission or material breach of its obligations under this Agreement of such Indemnitee or any of its officers, directors, trustees, employees, advisors, agents and controlling persons. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section 9.5 shall survive the termination of the Commitments and the repayment of the Term Loans and all other amounts payable hereunder.
Appears in 2 contracts
Samples: Credit Agreement (New Fortress Energy LLC), Credit Agreement (New Fortress Energy LLC)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and the Arranger in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration the administration, of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of legal counsel to the Administrative AgentAgent and all due diligence, appraisal, field exam, environmental audit and other similar costs (including ongoing per diem and out of pocket expenses related to field exams and appraisals)) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Agreement or any other Credit Agreement, Party under the other Credit Documents and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders), and (B) any bankruptcy investigation (including, without limitation, background checks) performed to determine whether any Credit Party, or insolvency proceeding any officer, director or Affiliate of a Borrower Credit Party has violated any Anti-Terrorism Law or any of its Subsidiaries, and other similar law; (b) pay and hold each of the Lenders harmless from and against any and all claims for Non-Excluded Taxes as set forth in Section 4.13 and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Non-Excluded Taxes; and (c) indemnify each Agent, the Agent-Related PersonsArranger and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , the Arranger or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they relate to disputes solely between or among the Lenders (excluding Wachovia acting in its capacity as Administrative Agent) or they are incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Wolverine Tube Inc), Pledge Agreement (Wolverine Tube Inc)
Payment of Expenses; Indemnification. The Borrowers Credit Parties jointly and severally agree to: (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including (Aa) the negotiationreasonable fees, preparationdisbursements and other charges of Xxxxx Day and Xxxxxx and Xxxxx, execution LLP, each in their capacity as counsel to the Agents, and a single counsel in each appropriate local jurisdiction, (b) to pay or reimburse each Agent for all its documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of a single counsel to each of the Administrative Agent and the Collateral Agent, (c) to pay, indemnify, and hold harmless each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Company, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Administrative Borrower (not to be unreasonably withheld or delayed), retain its own counsel), with respect to the execution, delivery, syndication enforcement, performance and administration of this Credit Agreement and the other Credit Loan Documents and (all the documents and instruments referred to therein foregoing in this clause (includingd), without limitationcollectively, the reasonable fees and expenses “Indemnified Liabilities”); provided that the Credit Parties shall have no obligation hereunder to any Agent or any Lender or any of counsel their respective Related Parties with respect to Indemnified Liabilities to the Administrative Agentextent (1) and found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (Bi) any amendmentthe gross negligence, waiver bad faith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers willful misconduct of the party to be indemnified or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) any material breach of any Loan Document by the Agent-Related Persons and party to be indemnified or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by any Credit Party or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 10.05 shall be liable for any damages arising from the Lenders use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with (A) enforcement this Agreement or protection of rights under any other Loan Document, except to the Credit Documents and extent that such damages have resulted from the documents and instruments referred to herein and therein (including any workouts gross negligence, bad faith or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each willful misconduct of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower party to be indemnified or any of its Subsidiaries, and Related Parties (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by in a final and non-appealable judgmentdecision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (iiincluding, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any Environmental Claim other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 10.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.05 shall not apply with respect to any Taxes (iii) other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any claims for Nonkind or nature whatsoever resulting from a non-Excluded TaxesTax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.10.
Appears in 2 contracts
Samples: Term Loan Agreement (Vantage Drilling CO), Term Loan Agreement (Vantage Drilling CO)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) Each of Holdings and the Borrower, jointly and severally, agrees (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (iwithout duplication) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, execution and deliverydelivery of, syndication and administration of any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to therein be unreasonably withheld or delayed), (including, without limitationii) to pay or reimburse each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees fees, disbursements and expenses other charges of one firm or counsel to the Administrative Agent and the Collateral Agent) and (B) any amendment, waiver or consent relating hereto and thereto includingand, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by extent required, one firm or local counsel in each relevant local jurisdiction with the Borrowers under this Credit AgreementBorrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iiiii) the Agent-Related Persons to pay, indemnify and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and hold harmless each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related PersonsLender, each Lender Agent and its officers, directors, employees, representatives, Affiliates and agents their respective Related Parties (without duplication) (the “Indemnified Persons”) from and hold each of them harmless against any and all losses, claims, damages, liabilities, claimsobligations, damages demands, actions, judgments, suits, costs, expenses, disbursements or expenses incurred penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of them as the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a result ofsingle special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person to Holdings or any Lender is a party thereto) related of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentgross negligence, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence bad faith or willful misconduct on the part of the such Indemnified Person to be indemnified, or any of its Related Parties as determined by a court of competent jurisdiction by in a final and non-appealable judgment)judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any Environmental Claim of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any claims for Nonproceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Excluded TaxesTax claim.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, Credit Party and (b) indemnify the Agent-Related PersonsAgent and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person the Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (iwithout duplication) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, execution and deliverydelivery of, syndication and administration of any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to therein be unreasonably withheld or delayed), (including, without limitationii) to pay or reimburse each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees fees, disbursements and expenses other charges of one firm or counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto includingand, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by extent required, one firm or local counsel in each relevant local jurisdiction with the Borrowers under this Credit AgreementBorrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions)), and (iiiii) the Agent-Related Persons to pay, indemnify and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and hold harmless each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related PersonsLender, each Lender Agent and its officers, directors, employees, representatives, Affiliates and agents their respective Related Parties (without duplication) (the “Indemnified Persons”) from and hold each of them harmless against any and all losses, claims, damages, liabilities, claimsobligations, damages demands, actions, judgments, suits, costs, expenses, disbursements or expenses incurred penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of them as the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a result ofsingle special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), arising out of, or in with respect to the Transactions or to the execution, delivery, performance and administration of this Agreement, the other Credit Documents and any way related tosuch other documents, or by reason including any of the foregoing relating to the violation of, noncompliance with or liability under, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Environmental Law or any Lender is a party thereto) related actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising 107 from (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentgross negligence, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence bad faith or willful misconduct on the part of the such Indemnified Person to be indemnified, or any of its Related Parties as determined by a court of competent jurisdiction by in a final and non-appealable judgment)judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any Environmental Claim of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any claims for Nonproceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower, the Company or its Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Excluded TaxesTax claim.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto includingand (ii) the Agent and the Lenders after the occurrence and during the continuation of an Event of Default or in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by the Borrowers under this Credit AgreementAgreement and any amendment, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement waiver or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)consent relating thereto and, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel). The Borrowers shall and hereby agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent, the Issuing Bank or such Lender in (1) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (2) in collecting the Loans, (3) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (4) obtaining any legal, accounting or other advice in connection with any of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.foregoing. -97- 105
Appears in 1 contract
Samples: Credit Agreement (Fresh Foods Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents, the Lenders involved in the initial syndication of the Commitments as determined by the Agents, and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel Moore & Van Allen, special counsex xx the Xxxxxx); provided that reimbursement to any Lender (other than the Administrative AgentAgents) for fees and expenses shall be limited to $7,500 per Lender and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees (at standard hourly rates) and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party; provided that the Credit Parties shall not be responsible for the legal fees of the Agents and the Lenders in connection with any proceeding in which a Credit Party is the prevailing party as determined by a court of its Subsidiaries, competent jurisdiction and (b) indemnify the each Agent-Related Persons, NCMI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NCMI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Company agrees to (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Initial Purchaser in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement Agreement, the Note and the other Credit Documents and the documents and instruments referred to herein or therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Company or Guarantors under this Credit Agreement, Agreement or the Notes and (ii) the Agent-Related Persons and the Lenders Noteholders in connection with (A) enforcement or protection of rights under this Agreement, the Credit Documents Notes and the documents and instruments referred to herein and or therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its SubsidiariesNoteholders), and (b) indemnify the Agent-Related Personseach Noteholder, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender Noteholder is a party thereto) related to (i) the entering into and/or performance of any Credit Document or this Agreement, the use of proceeds of any Extensions of Credit Notes or the consummation of any other transactions contemplated in any Credit Documentthis Agreement or the Notes, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they are incurred by reason of the gross negligence or willful misconduct on the part of the Person Persons to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Note Exchange and Debenture Agreement (Wolverine Tube Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special counsel to the Administrative Agent) Agent and the reasonable fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders. Each Credit Party shall and hereby does agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding hold harmless the Agent and each of a Borrower or any of its Subsidiariesthe Lenders and their respective directors, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) this Credit Agreement or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's or the Lenders' entering into and/or performance of any this Credit Document Agreement, the other Credit Documents or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by the Credit Parties or any of the Lenders in connection with compliance by the Credit Parties or any of their Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Credit Party hereunder are unenforceable for any reason, the Credit Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Credit Parties' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of its obligations set forth in this Credit Agreement. In addition, the Credit Parties shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent or such Lender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, the gross negligence other Credit Documents or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final any other document or instrument now or hereafter executed and non-appealable judgment)delivered in connection herewith, (ii) any Environmental Claim in collecting the Loans and (iii) obtaining any claims for Non-Excluded Taxeslegal, accounting or other advice in connection with any of the foregoing.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements and other charges of counsel to the Arrangers and the Administrative Agent and the charges of IntraLinks; provided that, so long as no Default or Event of Default exists and is continuing, reimbursement of the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders ’s expenses in connection with visits pursuant to Section 6.6 shall be limited to reimbursement of one visit per quarter, (Ab) enforcement to pay or protection of rights under reimburse each Lender, the Credit Documents Arrangers and the documents Administrative Agent for all its reasonable costs and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentdocuments, including, without limitation, the reasonable fees and disbursements of one primary counsel incurred plus the reasonable fees and disbursements of any local and specialist counsel engaged by the Administrative Agent, (c) to pay, indemnify, and hold each Lender, the Arrangers and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such investigationother documents, litigation and (d) to pay, indemnify, and hold each Lender, the Arrangers, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys–in–fact and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of any claim, proceeding, litigation, or other proceeding (but excluding action concerning or relating to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Multicurrency Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of the Properties or the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons and to reimburse them for all fees and disbursements and other charges of one legal counsel for all Indemnitees in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction to have resulted solely and proximately from the gross negligence, bad faith or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, provided, that the Borrower shall not waive (or cause its Subsidiaries to waive) any such rights for contribution or other rights of recovery to the extent such claims, demands, penalties, fines, liabilities, or other expenses are found by a final and non-appealable judgment)nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence, (ii) any Environmental Claim bad faith or willful misconduct of such Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower in accordance with Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Loans and (iii) any claims for Non-Excluded TaxesMulticurrency Letters of Credit and all other amounts payable hereunder.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and NationsBanc Xxxxxxxxxx Securities, Inc. ("NMSI") in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) , and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party of any of its Subsidiaries, and (b) indemnify the Administrative Agent-Related Persons, NMSI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , NMSI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special counsel to the Administrative Agent) Agent and the reasonable fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of a single counsel for the Agent-Related Persons Agent and the Lenders. Each Credit Party shall and hereby does agree to indemnify, defend and hold harmless the Agent and each of the LendersLenders and their respective directors, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) this Credit Agreement or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's or the Lenders' entering into and/or performance of any this Credit Document Agreement, the other Credit Documents or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by the Credit Parties or any of the Lenders in connection with compliance by the Credit Parties or any of their Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Credit Party hereunder are unenforceable for any reason, the Credit Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Credit Parties' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of its obligations set forth in this Credit Agreement. In addition, the Credit Parties shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by reason the Agent or such Lender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, the gross negligence other Credit Documents or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final any other document or instrument now or hereafter executed and non-appealable judgment)delivered in connection herewith, (ii) any Environmental Claim in collecting the Loans and (iii) obtaining any claims for Non-Excluded Taxeslegal, accounting or other advice in connection with any of the foregoing.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agents but not the fees and expenses of any other Lender's counsel), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Borrower under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a the Borrower or any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related Personseach Agent and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim (except to the extent such claim arises from the gross negligence or willful misconduct of any indemnified party) and (iii) any claims for Non-Excluded Taxes; provided that no indemnity or reimbursement shall be required in respect of (a) any claims relating to the rights of a Lender as a holder of the Subordinated Debt or (b) any claims relating to the obligations of any indemnified party in any capacity other than as an Agent or a Lender.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Payment of Expenses; Indemnification. (a) The Borrowers Credit Parties jointly and severally agree to: (a) pay on demand all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agents, BAS and SSB in connection with (A) the syndication, negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, special counsel to the Administrative Agent) , and the fees and expenses of counsel for the Agents in connection with collateral or foreign issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy bankruptcy, insolvency or insolvency similar proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the each Agent-Related Persons, BAS, SSB and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment)proceeding, (ii) any Environmental Claim (except to the extent such claim arises from the gross negligence or willful misconduct of any indemnified party) and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Us Can Corp)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (Ai) the syndication, negotiation, preparation, execution and execution, delivery, syndication administration and administration monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the reasonable fees and expenses of special counsel to the Administrative Agent) , the reasonable fees and expenses of counsel for the Agent in connection with collateral issues and all due diligence, and the costs and expenses incurred in connection with all appraisals, field exams, and of obtaining all Real Property Documentation, and all recording costs, fees and taxes payable in connection with the Collateral, and (Bii) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by any of the Borrowers Credit Parties under this Credit AgreementAgreement or any other Credit Documents. In addition, and (ii) the Borrower shall, upon demand, pay to the Agent-Related Persons , the Issuing Bank and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents any Lender all costs and the documents and instruments referred to herein and therein expenses (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for (including allocated costs of internal counsel) and other professionals, including, financial consultants) paid or incurred by the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in 128 connection herewith, including, but not limited to, any work-Related Persons and each out, re-negotiation or restructure relating to the performance by any of the LendersCredit Parties under this Credit Agreement or any other Credit Documents, and (B) any bankruptcy in collecting the Loans, (C) in foreclosing or insolvency proceeding of a Borrower otherwise collecting upon the Collateral or any of its Subsidiaries, part thereof and (bD) indemnify the Agent-Related Personsobtaining any legal, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation accounting or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred advice in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesforegoing.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all their respective reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (includingany amendment, without limitationsupplement or modification thereto, the reasonable fees and expenses of counsel and, as to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgent only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent (including one primary counsel and such local counsel as the Administrative Agent may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender and the Administrative Agent for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the documented fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other proceeding (but excluding taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify or reimburse each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, liabilitiesdamages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred by reason of such Indemnified Liabilities are found to have resulted from the gross negligence or willful misconduct on of such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons. Without limiting the part foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to Senior Vice President - Finance (Telephone No. 200-000-0000) (Fax No. 200-000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to be indemnified, as determined by a court the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesthe Obligations.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Joint Lead Arrangers and their permitted successors and assigns for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit AgreementWhite & Case LLP, and (ii) upon the Agent-Related Persons occurrence and during the Lenders continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) enforcement the gross negligence, bad faith or protection willful misconduct of rights such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the documents and instruments referred to herein and therein Credit Facilities, (including any workouts D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or restructurings), including, without limitation, its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such enforcementproceeding, the reasonable fees Borrower will indemnify and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilities, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person or their respective Affiliates or the respective directors, officers, employees, advisors and agents of the foregoing shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out ofof its activities in connection herewith or therewith (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or in consequential damages to a third party). No Credit Party nor any way related toindemnified Person or their respective Affiliates or the respective directors, or officers, employees, advisors and agents of the foregoing shall be liable for any damages arising from the use by reason of, unintended recipients of any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not any Agent-Related Person other information transmission systems in connection with this Agreement or any Lender is a party thereto) related the other Credit Documents or the transactions contemplated hereby or thereby, except to (i) the entering into and/or performance extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Credit Document Party or the use indemnified Person, as applicable, or any of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding their respective Related Parties (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 1 contract
Samples: Credit Agreement (Vistra Corp.)
Payment of Expenses; Indemnification. The Borrowers Credit Parties jointly and severally agree to: (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including (Aa) the negotiationreasonable fees, preparationdisbursements and other charges of Xxxxx Day and Holland & Knight LLP, execution each in their capacity as counsel to the Agents, and a single counsel in each appropriate local jurisdiction, (b) to pay or reimburse each Agent for all its documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of a single counsel to each of the Administrative Agent and the Collateral Agent, (c) to pay, indemnify, and hold harmless each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Company, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Administrative Borrower (not to be unreasonably withheld or delayed), retain its own counsel), with respect to the execution, delivery, syndication enforcement, performance and administration of this Credit Agreement and the other Credit Loan Documents and (all the documents and instruments referred to therein foregoing in this clause (includingd), without limitationcollectively, the reasonable fees and expenses “Indemnified Liabilities”); provided that the Credit Parties shall have no obligation hereunder to any Agent or any Lender or any of counsel their respective Related Parties with respect to Indemnified Liabilities to the Administrative Agentextent (1) and found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (Bi) any amendmentthe gross negligence, waiver bad faith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers willful misconduct of the party to be indemnified or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) any material breach of any Loan Document by the Agent-Related Persons and party to be indemnified or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by any Credit Party or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 10.05 shall be liable for any damages arising from the Lenders use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with (A) enforcement this Agreement or protection of rights under any other Loan Document, except to the Credit Documents and extent that such damages have resulted from the documents and instruments referred to herein and therein (including any workouts gross negligence, bad faith or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each willful misconduct of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower party to be indemnified or any of its Subsidiaries, and Related Parties (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by in a final and non-appealable judgmentdecision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (iiincluding, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any Environmental Claim other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 10.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.05 shall not apply with respect to any Taxes (iii) other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any claims for Nonkind or nature whatsoever resulting from a non-Excluded TaxesTax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.10.
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Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the syndication, negotiation, preparation, execution and execution, delivery, syndication administration and administration monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents (including, without limitation, the reasonable fees actually incurred and expenses of special counsel to the Agent and the fees and expenses of counsel for the Agent in connection with collateral issues and all due diligence, appraisal, field exam, environmental audit and other similar costs (including ongoing per diem and out of pocket expenses related to the Administrative Agent) field exams and appraisals)), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation re-negotiation or restructure relating to the performance by any of the Borrowers Credit Parties under this Credit Agreement, Agreement or any other Credit Documents and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (or executed in connection therewith, including but not limited to, any workouts work-out, re-negotiation or restructurings)restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other Credit Documents, including, without limitation, in connection with any such enforcement, the reasonable fees actually incurred and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and the reasonable fees and expenses of a financial consultant engaged by the Agent or its counsel in connection with the foregoing, and (B) any bankruptcy investigation (including, without limitation, background checks) performed to determine whether any Credit Party, or insolvency proceeding any officer, director shareholder or Affiliate of a Borrower Credit Party has violated any Anti-Terrorism Law or any of its Subsidiariesother similar law. The Borrowers shall indemnify, defend and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct or breach of this Agreement) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation of any other Credit Documents or the transactions contemplated in hereby or thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit DocumentAgreement, the other Credit Documents or any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.7 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees actually incurred and disbursements of counsel and other professionals) paid or incurred by reason the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesforegoing.
Appears in 1 contract
Payment of Expenses; Indemnification. 106- 110 The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and reasonable expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, Credit Party and (b) indemnify the Agent-Related PersonsAgent and each Lender, each Lender and its their respective officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person the Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and the Issuing Lenders in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, xxecial counsel to the Administrative Agent) , the fees and expenses of counsel for the Administrative Agent in connection with collateral issues or foreign issues and the fees and expenses of counsel to an Issuing Lender in connection with amendments to the Existing Letters of Credit), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders (during the existence of an Event of Default) in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party of any of its Subsidiaries, Subsidiaries and (b) indemnify the Agent-Related Personseach Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Obligors agree to: to pay (ai) pay all reasonable out-of-pocket costs expenses incurred by the Controlling Agent and its Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Controlling Agent) with respect to the preparation, negotiation, execution, delivery and administration of this Agreement, the other Senior Debt Documents or the Note Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (including any proposed amendment, amendment and restatement, modification or waiver), (ii) all out-of-pocket expenses incurred by the Controlling Agent (including the fees, charges and disbursements of any counsel for the Controlling Agent), in connection with the enforcement or protection of its rights in connection with this Agreement, the other Senior Debt Documents and the Note Documents, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Senior Obligations and (iii) all documentary and similar taxes and charges in respect of this Agreement, the other Senior Debt Documents and the Note Documents. The Obligors shall indemnify the Controlling Agent (and any sub-agent thereof) and each Related Party of the Controlling Agent (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Hercules or any other Obligor arising out of, in connection with, or as a result of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration or delivery of this Credit Agreement Agreement, any other Senior Debt Document or any Note Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Obligor at any time, or any Environmental Claim related in any way to any Obligor, (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Credit Documents theory, whether brought by a third party or by Hercules or any other Obligor, and the documents and instruments referred regardless of whether any Indemnitee is a party thereto, (iv) any Environmental Law applicable to therein (includingHercules or any Subsidiary or any of their properties, including without limitation, the reasonable fees presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and expenses gas wastes, solid wastes or hazardous substances on any of counsel to the Administrative Agent) and their properties, (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (iiv) the Agentbreach or non-Related Persons and the Lenders in connection with (A) enforcement compliance by Hercules or protection any Subsidiary of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection Hercules with any such enforcementEnvironmental Law applicable to Hercules or any Subsidiary of Hercules, (vi) the reasonable fees past ownership by Hercules or any Subsidiary of Hercules of any of their properties or past activity on any of their properties which, though lawful and disbursements fully permissible at the time, could result in present liability, (vii) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of counsel for the Agent-Related Persons oil, oil and each gas wastes, solid wastes or hazardous substances on or at any of the Lenders, and (B) properties owned or operated by Hercules or any bankruptcy Subsidiary of Hercules or insolvency proceeding any actual or alleged presence or release of a Borrower hazardous materials on or from any property owned or operated by Hercules or any of its Subsidiaries, and (bviii) indemnify any liability pursuant to Environmental Laws or costs of Response related in any way to Hercules or any of its Subsidiaries or (ix) any other environmental, health or safety condition in connection with this Agreement, the Agent-Related Personsother Senior Debt Documents or the Note Documents; provided that such indemnity shall not, each Lender and its officersas to any Indemnitee, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all be available to the extent that such losses, liabilities, claims, damages damages, liabilities or related expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as are determined by a court of competent jurisdiction by a final and non-appealable judgment)nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. For the avoidance of doubt, (ii) any Environmental Claim each Indemnitee shall be deemed a third party beneficiary of this Agreement. The agreements in this Section 5.15 shall survive repayment of the Senior Loan Obligations, the Note Obligations, the Additional Senior Debt Obligations and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder and under the Note Documents and the other Senior Debt Documents and the removal or resignation of the Controlling Agent. All obligations of the Obligors set forth in or arising under this Agreement will be Senior Obligations and are secured by all Liens granted by the Collateral Documents.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, (ii) each Issuing Lender in connection with the issuance, renewal, amendment or extension of any Letter of Credit or any demand for payment thereunder, and (iiiii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or any Loan or Letter of Credit or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required above to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender or any Agent-Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender or such Agent-Related Person, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed DB1/ 97661265.5 expense or indemnity payment is sought based on each Lender’s share of the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender in its capacity as such, or against any Agent-Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or an Issuing Lender in connection with such capacity.
Appears in 1 contract
Samples: Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver prepared in connection herewith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementtherewith, and (ii) the Agent-Related Persons consummation and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other proceeding (but excluding taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Agents, their respective affiliates and their respective officers, directors, trustees, employees, agents, controlling persons and advisors (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, liabilitiesdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (excluding taxes imposed on the overall net income (including franchise taxes based on net income) of each Lender or Agent) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any of the Borrowers, any of its Subsidiaries or any of the Properties and the reasonable fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any indemnitee against the Borrowers hereunder (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on of such Indemnitee or such Indemnitee's officers, directors, trustees, employees, agents, controlling persons or advisors. Without limiting the part foregoing, and to the extent permitted by applicable law, the Borrowers agree not to assert and to cause their Subsidiaries not to assert, and hereby 106 waive and agree to cause their Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent such rights are based upon the gross negligence or willful misconduct of such Indemnitee, or such Indemnitee's officers, directors, trustees, employees, agents, controlling person or advisors. The agreements in this Section shall survive repayment of the Person to be indemnified, as determined by a court of competent jurisdiction by a final Loans and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder.
Appears in 1 contract
Samples: Abry Holdings Iii Inc
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Arrangers, the Agents and the Managers for all their reasonable and itemized out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparationpreparation and execution of, execution and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver prepared in connection herewith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementtherewith, and (ii) the Agent-Related Persons consummation and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to each of the Arrangers, the Agents and the Managers and the charges of IntraLinks and the fees, expenses and disbursements of consultants (including, without limitation, the Construction Consultant and any other engineering, insurance or construction consultants), (b) to pay or reimburse each Lender, Arranger, Manager and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each Arranger, Manager and Agent and the charges of IntraLinks, (c) to pay, indemnify, and hold each Lender, Arranger, Manager and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, Arranger, Agent, Manager, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys-in-fact and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of their Properties or the use by unauthorized persons of information or other proceeding (but excluding any materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such losses, liabilities, persons and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this subsection (d), collectively, the "Indemnified Liabilities"), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence or willful misconduct on of such Indemnitee in breach of a duty owed to the part Borrower. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause the other Loan Parties not to assert, and hereby waives and agrees to cause the other Loan Parties so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower in accordance with Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Person to be indemnified, as determined by a court Loans and Letters of competent jurisdiction by a final Credit and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Supplemental Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and (B) the fees and expenses of counsel for the Agent in connection with collateral or foreign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Supplemental Credit Lenders in connection with (A) enforcement or protection of rights under the Supplemental Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Supplemental Credit Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Personseach Supplemental Credit Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Supplemental Credit Lender is a party thereto) related to (i) the entering into and/or performance of any Supplemental Credit Document Documents or the use of proceeds of any Extensions Tranche A Term Loans or Tranche B Term Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Supplemental Credit DocumentDocuments, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special counsel to the Administrative Agent) Agent and the reasonable fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders. The Borrowers shall and hereby agree to indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (a) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Revolving Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding b) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of the Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent incurred by reason that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the gross negligence or willful misconduct on Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Credit Agreement. In addition, the part of Borrowers shall, upon demand, pay to the Person to be indemnified, as determined by a court of competent jurisdiction by a final Agent and non-appealable judgment), (ii) any Environmental Claim Lender all costs and (iii) any claims for Non-Excluded Taxes.expenses
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each the Agent-Related Person Persons in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC, special counsel to the Administrative Agent) ), xxbjexx xx xxx limitation with respect to fees and expenses in connection with the closing of this Credit Agreement set forth in that certain Commitment Letter, dated October 24, 2001, among the Borrower, Bank of America and BAS, and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this the Credit AgreementDocuments, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys' Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower or any member of its Subsidiariesthe consolidated group, and (b) indemnify the Agent-Related PersonsPersons and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates counsel and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any such Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit Term Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys' Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified) (all of the foregoing, as determined by a court collectively, the "Indemnified Liabilities"). The agreements in this Section 9.5 shall survive the termination of competent jurisdiction by a final the Commitments and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesthe repayment of the Credit Party Obligations.
Appears in 1 contract
Samples: Bridge Credit Agreement (Orthodontic Centers of America Inc /De/)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and Banc of America Securities LLC ("BAS") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the LOC Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, special counsxx xx thx Xxxxxxxtrative Agent and the fees and expenses of counsel to for the Administrative Agent) Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) the restructuring, workout and/or enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel (including, without duplication, the allocated costs of in-house counsel) for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a the Borrower or any of its Subsidiaries, a Material Subsidiary and (b) indemnify the Administrative Agent-Related Persons, BAS and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or any LOC Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document or any LOC Document, including, without limitation, the reasonable fees and disbursements of counsel (including, without duplication, the allocated costs of in-house counsel) and settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, indemnified as determined by a court of competent jurisdiction by in a final and non-appealable nonappealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Covance Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Arrangers, the Agents, the Managers, the Managing Agents, the Securities Intermediary and, with respect to the Initial Lending Institution Provisions, the Initial Lending Institutions for all their reasonable and itemized out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiation, preparation, negotiation and execution of, and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents 162 prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein administration of the transactions contemplated hereby and thereby (including, without limitation, the reasonable fees Arrangers’ and expenses Initial Lending Institutions’ administration and other actions in furtherance of counsel to Section 7.23, the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons Disbursement Agreement and the Lenders in connection with (AInitial Lending Institution Provisions, as the case may be) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements and other charges of the Collateral Agent, the Nevada Collateral Agent and Xxxxxx & Xxxxxxx LLP, special counsel to the Administrative Agent and the Disbursement Agent, and any local counsel in the State of Nevada retained by the Administrative Agent and the charges of IntraLinks and the fees, expenses and disbursements of the Construction Consultant and the Insurance Advisor, (b) to pay or reimburse each Lender, Arranger, Manager, Managing Agent and Agent (after the occurrence of an Event of Default) for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each Arranger, Manager, Managing Agent and Agent and the charges of IntraLinks, (c) to pay, indemnify, and hold each Lender, Arranger, Manager, Managing Agent and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any Loan Party’s delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, Arranger, Agent, Manager, Managing Agent, Securities Intermediary, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, advisors, agents, attorneys–in–fact and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments or suits, of any kind or nature whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of their Properties or the use by unauthorized persons of information or other proceeding (but excluding any materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such lossespersons and the reasonable fees, liabilities, costs and expenses and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this subsection (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on of such Indemnitee in breach of a duty owed to the part Borrower. All amounts due under this Section shall be payable not later than five Business Days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower in accordance with Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Person to be indemnified, as determined by a court Loans and Letters of competent jurisdiction by a final Credit and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent and the Arranger in connection with (A) the syndication, negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Agent and the Arranger and the fees and expenses of counsel for the Administrative Agent) Agent in connection with collateral issues and all due diligence, appraisals, audits, field exams, environmental audit and other similar costs, including the reasonable fees and expenses of any Lender engaged by the Administrative Agent to assist it in performing its duties under this Credit Agreement and the other Credit Documents), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any forbearance, reservation of rights, work-out, renegotiation re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement and (ii) the Agent, the Arranger and each Lender paid or incurred in connection with enforcement or defense of its rights under the Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including but not limited to, any forbearance, reservation of rights, work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, collecting the Loans, foreclosing or otherwise collecting upon the Collateral or any part thereof and (ii) the Agent-Related Persons and the Lenders obtaining any legal, accounting, or other advice in connection with any of the foregoing, (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel and other professionals for the Agent-Related Persons , the Arranger and each of the Lenders). The Borrowers agree to pay or reimburse each Lender and the Administrative Agent for any costs, and fees or expenses incurred in connection with any investigation (Bincluding, without limitation, background checks) any bankruptcy or insolvency proceeding of a Borrower performed to determine whether the Company or any of its SubsidiariesSubsidiaries or any officer, director, shareholder or affiliate of the Company or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law. The Borrowers shall indemnify, defend and (b) indemnify hold harmless the Agent-Related Persons, the Arranger, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Arranger's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent incurred by reason that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the gross negligence or willful misconduct on the part Obligations, and are in addition to, and not in substitution of, any other of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxestheir Obligations set forth in this Credit Agreement.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and XXXX in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and ), (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (C) searches of the UCC and the preparation and filing of UCC financing statements in connection with such searches subsequent to the Closing Date (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC) and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or Credit Party of any of its Subsidiaries, Subsidiaries and (b) indemnify the Administrative Agent-Related Persons, XXXX and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , XXXX or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, (ii) any Environmental Claim, (iii) any claims for Non-Excluded Taxes (but excluding in the case of (i), (ii) and (iii) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Maxim Group Inc /)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each the Administrative Agent-Related Person , the Canadian Agent and the Arranger in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC, special counsel to the Administrative AgentAgents as well as Caxxxxxn cxxxxxx xx the Agents) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Agreement or any other Credit Agreement, Party under the other Credit Documents and (ii) the Agent-Related Persons of each Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons each Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and ); (b) pay and hold each of the Lenders harmless from and against any and all claims for Non-Excluded Taxes as set forth in Section 4.13 and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Non-Excluded Taxes; and (c) indemnify each Agent, the Agent-Related PersonsArranger and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , the Arranger or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and 122 disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they relate to disputes solely between or among the Lenders (excluding Wachovia acting in its capacity as Administrative Agent or Congress Financial Corporation (Canada) acting in its capacity as Canadian Agent) or they are incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Arranger and the Administrative Agent for all their reasonable and itemized out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, negotiation and execution of, and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver prepared in connection herewith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementtherewith, and (ii) the Agent-Related Persons consummation and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of the Collateral Agent and counsel to each of the Arranger and the Administrative Agent and the charges of IntraLinks and the fees, expenses and disbursements of consultants (including, without limitation, any engineering, insurance or construction consultants), (b) to pay or reimburse each Lender, the Arranger and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Arranger and the Administrative Agent and the charges of IntraLinks, (c) to pay, indemnify, and hold each Lender, the Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Arranger, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys-in-fact and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Properties or the use by unauthorized persons of information or other proceeding (but excluding any materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such losses, liabilities, persons and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this subsection (d), collectively, the "Indemnified Liabilities"), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence or willful misconduct on of such Indemnitee in breach of a duty owed to the part Borrower. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and hereby waives all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower in accordance with Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Person to be indemnified, as determined by a court of competent jurisdiction by a final Loans and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of -102- 103 Moorx & Xan Xxxxx, xxecial counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, Credit Party and (b) indemnify the Agent-Related PersonsAgent and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person the Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and BAS in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, special counsel to the Administrative Agent) and (BX) any amendmentxxy axxxxxxxx, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys' Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its SubsidiariesCredit Party, and (b) indemnify the Administrative Agent-Related Persons, BAS and each Lender and Lender, its officers, directors, employees, representatives, Affiliates counsel and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys' Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim all of the foregoing, collectively, "Indemnified Liabilities"). The agreements in this Section 11.5 shall survive the termination of the Commitments and (iii) any claims for Non-Excluded Taxesthe repayment of the Credit Party Obligations.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Joint Lead Arrangers and their permitted successors and assigns for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit AgreementWhite & Case LLP, and (ii) upon the Agent-Related Persons occurrence and during the Lenders continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) enforcement the gross negligence, bad faith or protection willful misconduct of rights such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the documents and instruments referred to herein and therein Credit Facilities, (including any workouts D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or restructurings), including, without limitation, its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such enforcementproceeding, the reasonable fees Borrower will indemnify and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilities, claims, 255 AMERICAS 122173769123894352 damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person or their respective Affiliates or the respective directors, officers, employees, advisors and agents of the foregoing shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out ofof its activities in connection herewith or therewith (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or in consequential damages to a third party). No Credit Party nor any way related toindemnified PersonsPerson or their respective Affiliates or the respective directors, or officers, employees, advisors and agents of the foregoing shall be liable for any damages arising from the use by reason of, unintended recipients of any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not any Agent-Related Person other information transmission systems in connection with this Agreement or any Lender is a party thereto) related the other Credit Documents or the transactions contemplated hereby or thereby, except to (i) the entering into and/or performance extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Credit Document Party or the use indemnified Person, as applicable, or any of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding itstheir respective Related Parties (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 1 contract
Samples: Credit Agreement (Vistra Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and BAS in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Mooxx & Van Xxxxx, XLLC, special counsel to the Administrative Agent) ), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Administrative Agent-Related Persons, BAS, each Lender and its each of their officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other Extensions of Credit Credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment)proceeding, (ii) any Environmental Claim and Claim, (iii) any claims for Non-Excluded Taxes.Taxes (but
Appears in 1 contract
Samples: Credit Agreement (Abacoa Homes Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the LendersLenders (including the allocated costs of internal counsel), and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, Credit Party and (b) indemnify the Agent-Related PersonsAgent and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person the Agent or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any breach, violation or failure to comply with applicable Environmental Claim Laws with respect to any Real Properties owned by Tyson prior to the Closing Date or by any of the Credit Parties after the Closing Date and during the term of this Credit Agreement and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) Each Borrower, jointly and severally, agrees (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (iwithout duplication) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, negotiation, execution and deliverydelivery of, syndication and administration any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith (in the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses case of counsel to the Administrative Agent) and (B) any amendment, waiver supplement, modification or consent relating hereto waiver, whether or not effective), and thereto includingthe consummation and administration of the transactions contemplated hereby and thereby, but not limited toincluding the reasonable fees, any disbursements and other charges of (x) Xxxxxx & Xxxxxx LLP (or such amendmentsother counsel as may be agreed by the Administrative Agent and the Parent Borrower), waivers or consents resulting from or related to any work-out, renegotiation or restructure relating (y) one counsel in each relevant material jurisdiction and (z) other advisors and consultants to the performance by Agents to the Borrowers under this Credit Agreement, extent the Parent Borrower provides written consent thereto and (ii) to pay or reimburse the Agent-Related Persons expenses for the Lender Advisor and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of one counsel for the AgentRequired Lenders in each relevant material jurisdiction for all their reasonable and documented out-Related Persons of-pocket costs and each of the Lenders, and expenses (Bwithout duplication) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with the development, preparation, negotiation, execution and delivery of, and any such investigationamendment, litigation supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or other proceeding therewith (but excluding in the case of any such lossesamendment, liabilitiessupplement, claimsmodification or waiver, damages whether or expenses to not effective), and the extent incurred by reason consummation and administration of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final transactions contemplated hereby and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.thereby. 138
Appears in 1 contract
Samples: Credit Agreement (Skillsoft Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, in each case within thirty days of written demand, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (iwithout duplication) each Agent-Related Person incurred in connection with (A) the negotiation, preparation, preparation and execution and deliverydelivery of, syndication and administration of any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein (including, without limitation, the reasonable fees and reasonable out-of-pocket expenses of Xxxx Xxxxxxxx, LLP, as counsel to the Administrative Agent) and (B) any amendmentAgents and, waiver or consent relating hereto and thereto includingif reasonably necessary, but not limited toof a single firm counsel in each relevant material jurisdiction, any such amendmentsin each case, waivers or consents resulting from or related to any workshall exclude allocated costs of in-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementhouse counsel, and (ii) in the Agentcase of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-Related Persons of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of the Agents, the Letter of Credit Issuer and the Lenders in connection with (A) enforcement taken as a whole), to the reasonable and documented fees reasonable and documented out-of-pocket expenses of Xxxx Xxxxxxxx LLP (or protection of rights under such other counsel as may be agreed by the Credit Documents Administrative Agent and the documents Borrower) and instruments referred to herein (x) if reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction and therein (including any workouts y) if there is an actual or restructurings)perceived conflict of interest, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of one additional counsel for the Agentaffected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-Related Persons and each of the Lendershouse counsel, and (Bc) to pay, indemnify, and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in each case, excluding any bankruptcy Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or insolvency liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant material jurisdiction for all such Indemnified Persons (taken as a whole) and, if there is an actual or perceived conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person in writing), in each case to the extent arising out of or relating to any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding of is brought by a third party or by the Borrower or any of its SubsidiariesAffiliates, that is related to the execution, delivery, enforcement, performance, and (b) indemnify administration of this Agreement, the Agent-Related Persons, each Lender other Credit Documents and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages other documents delivered in connection herewith or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document therewith or the use of proceeds of any Extensions Credit Facility, including any of Credit the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the consummation successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other transactions contemplated than any claims against the Administrative Agent or Joint Lead Arrangers and Bookrunners in their respective capacities as such, subject to the immediately succeeding clause (ii)), or (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit DocumentDocument by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, includingdirectors, without limitationemployees, agents, controlling persons, members or the reasonable fees successors of any of the foregoing). No Person entitled to indemnification under Section 13.5(c) and disbursements no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of counsel incurred any information or other materials obtained through IntraLinks, Xxxxxxx Datasite or other similar information transmission systems in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses this Agreement except to the extent incurred that such damage resulted from bad faith, material breach, willful misconduct or gross negligence (as determined by reason a final non-appealable judgment of a court of competent jurisdiction) of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the gross negligence foregoing or willful misconduct on (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the part Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party unrelated to or unaffiliated with such Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). The Borrower shall not be liable for any settlement of any proceeding effected without the Person to Borrower’s prior written consent (which consent shall not be indemnifiedunreasonably withheld, as determined delayed, conditioned or denied), but if settled with the Borrower’s prior written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person from and against any and all actual losses, damages, claims, liabilities, and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. The Borrower shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, delayed, conditioned or denied), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (b) does not include any statement as to or any admission of fault, culpability or a final failure to act by or on behalf of such Indemnified Person. Each Indemnified Person shall, in consultation with the Borrower, take all reasonable steps to mitigate any losses, claims, damages and liabilities and shall give (subject to confidentiality or legal restrictions) such information and assistance to the Borrower as the Borrower may reasonably request in connection with any action proceeding or investigation in connection with any losses claims, damages and liabilities. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, or disbursements, etc., arising from any non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesTax claim.
Appears in 1 contract
Samples: Intercreditor Agreement (Aveanna Healthcare Holdings, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and BAS in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) ), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Administrative Agent-Related Persons, BAS, each Lender and its each of their officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other Extensions of Credit Credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, (ii) any Environmental Claim, (iii) any claims for Non-Excluded Taxes (but excluding in the case of (i), (ii) and (iii) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Pulte Corp)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (ai) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent and the Issuing Lenders in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, xxecial counsel to the Administrative Agent) , the fees and (B) expenses of counsel in connection with collateral or foreign issues and the fees and expenses of counsel to the Issuing Lenders in connection with the amendments to the Existing Letters of Credit), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Borrower under this Credit Agreement, Agreement and (ii) of the Agent-Related Persons Agent and the Lenders (during the existence of an Event of Default) in connection with (A) any work-out situation or enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein therein and therein the protection of rights thereunder (including any workouts or restructurings), including, without limitation, in connection with any such enforcementwork-out, enforcement or protection, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Lenders, ) and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (bii) indemnify the Agent-Related Personseach Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (iA) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), ) (iiB) any Environmental Claim and (iiiC) any claims for Taxes and Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-the Agent Related Person Persons in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Mxxxx & Vxx Xxxxx, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto (whether or not the transactions contemplated thereby are consummated) including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Agent Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys’ Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower or any member of its Subsidiariesthe Consolidated Group, and (b) whether or not any or all of the transactions contemplated hereby are consummated, indemnify the Agent-Agent Related PersonsPersons and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates counsel and agents (collectively, the “Indemnified Persons”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-such Agent Related Person or any Lender is a party thereto) related to (ix) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys’ Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (iiy) any Environmental Claim and (iiiz) any claims for Non-Excluded TaxesTaxes (all of the foregoing, collectively, “Indemnified Liabilities”). No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmissions systems in connection with this Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Arrangers, the Agents and the Managers for all their reasonable and itemized out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, negotiation and execution of, and deliveryany amendment, syndication and administration of supplement or modification to, this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver prepared in connection herewith or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreementtherewith, and (ii) the Agent-Related Persons consummation and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of the Collateral Agent and counsel to each of the Arrangers, the Agents and the Managers and the charges of IntraLinks and the fees, expenses and disbursements of consultants (including, without limitation, the Construction Consultant and any other engineering, insurance or construction consultants), (b) to pay or reimburse each Lender, Arranger, Manager and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each Arranger, Manager and Agent and the charges of IntraLinks, (c) to pay, indemnify, and hold each Lender, Arranger, Manager and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, Arranger, Agent, Manager, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys-in-fact and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of their Properties or the use by unauthorized persons of information or other proceeding (but excluding any materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such losses, liabilities, persons and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this subsection (d), collectively, the "Indemnified Liabilities"), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence or willful misconduct on of such Indemnitee in breach of a duty owed to the part Borrower. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause the other Loan Parties not to assert, and hereby waives and agrees to cause the other Loan Parties so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower in accordance with Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Person to be indemnified, as determined by a court Loans and Letters of competent jurisdiction by a final Credit and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxesall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and BAS in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative Agent) ), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the Administrative Agent-Related Persons, BAS, each Lender and its each of their officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other Extensions of Credit Credit) hereunder or the consummation of any other 77 83 transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, (ii) any Environmental Claim, (iii) any claims for Non-Excluded Taxes (but excluding in the case of (i), (ii) and (iii) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Pulte Corp)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required above to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Agent-Related Person, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Agent-Related Person, as the case may be, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Agent-Related Person acting for the Administrative Agent (or any such sub-agent), in connection with such capacity.
Appears in 1 contract
Samples: Term Loan C Agreement (Brandywine Operating Partnership, L.P.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, negotiation and execution of, and deliveryany amendment, syndication and administration of waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of one counsel (and, to the Administrative Agentextent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Agents and the Second Lien Agent (unless the Agents and the Second Lien Agent are not affiliated) and other third party advisors to the Agents (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, the Financial Advisor and the Consultant but, limited in the case of the Consultant to $50,000 (or such greater amount as approved by Borrower) in the aggregate, plus any out-of-pocket costs and expenses incurred in connection with Consultant’s Work), (b) to pay or reimburse each Lender and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such amendmentsother documents, waivers including the reasonable and documented fees, disbursements and other charges of counsel to the Agents and the Lenders and other third party advisors to the Agents, and (c) to pay, indemnify and hold harmless each Lender and the Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or consents resulting from disbursements of any kind or related to nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel, arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any work-outsuch other documents, renegotiation or restructure including any of the foregoing relating to the performance by violation of, noncompliance with or liability under, any Environmental Law on the Borrowers under this part of any Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement Party or protection any of rights under the Credit Documents and the documents and instruments referred to herein and therein (including its Subsidiaries or any workouts actual or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements alleged presence of counsel for the Agent-Related Persons and each Hazardous Materials as a result of the Lenders, and (B) any bankruptcy or insolvency proceeding operations of a Borrower each Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by including at any of them as a result oftheir Real Property (all the foregoing in this clause (c), or arising out ofcollectively, or in any way related tothe “indemnified liabilities”); provided, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person that the Credit Parties shall have no obligation hereunder to the Agents or any Lender is a party thereto) related nor any of their Related Parties with respect to indemnified liabilities arising from (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person party to be indemnified, as determined by a court indemnified or one of competent jurisdiction by a final and non-appealable judgment), their Related Parties; (ii) any Environmental Claim and disputes among the Agents, the Lenders and/or their transferees; or (iii) diminution in value of any claims Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for Non-Excluded Taxes.special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. 125
Appears in 1 contract
Samples: Credit Agreement (Teligent, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, negotiation and execution of, and deliveryany amendment, syndication and administration of waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of one counsel (and, to the Administrative Agentextent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Agents and the First Lien Agent (unless the Agents and the First Lien Agent are not affiliated) and other third party advisors to the Agents (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, the Financial Advisor and the Consultant, but limited in the case of the Consultant to $50,000 (or such greater amount as approved by Borrower) in the aggregate, plus any out-of-pocket costs and expenses incurred in connection with Consultant’s Work), (b) to pay or reimburse each Lender and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such amendmentsother documents, waivers including the reasonable and documented fees, disbursements and other charges of counsel to the Agents and the Lenders and other third party advisors to the Agents, and (c) to pay, indemnify and hold harmless each Lender and the Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or consents resulting from disbursements of any kind or related to nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel, arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any work-outsuch other documents, renegotiation or restructure including any of the foregoing relating to the performance by violation of, noncompliance with or liability under, any Environmental Law on the Borrowers under this part of any Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement Party or protection any of rights under the Credit Documents and the documents and instruments referred to herein and therein (including its Subsidiaries or any workouts actual or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements alleged presence of counsel for the Agent-Related Persons and each Hazardous Materials as a result of the Lenders, and (B) any bankruptcy or insolvency proceeding operations of a Borrower each Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by including at any of them as a result oftheir Real Property (all the foregoing in this clause (c), or arising out ofcollectively, or in any way related tothe “indemnified liabilities”); provided, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person that the Credit Parties shall have no obligation hereunder to the Agents or any Lender is a party thereto) related nor any of their Related Parties with respect to indemnified liabilities arising from (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person party to be indemnified, as determined by a court indemnified or one of competent jurisdiction by a final and non-appealable judgment), their Related Parties; (ii) any Environmental Claim and disputes among the Agents, the Lenders and/or their transferees; or (iii) diminution in value of any claims Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for Non-Excluded Taxes.special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. 121
Appears in 1 contract
Samples: Credit Agreement (Teligent, Inc.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Working Capital Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and (B) the fees and expenses of counsel for the Agent in connection with collateral or foreign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Working Capital Lenders in connection with (A) enforcement or protection of rights under the Working Capital Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Working Capital Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Personseach Working Capital Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Working Capital Lender is a party thereto) related to (i) the entering into and/or performance of any Working Capital Credit Document or the use of proceeds of any Extensions Working Capital Revolving Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Working Capital Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the negotiationdevelopment, preparation, negotiation and execution of, and deliveryany amendment, syndication and administration of waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of one counsel (and, to therein the extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Agents and the Second Lien Agent (includingunless the Agents and the Second Lien Agent are not affiliated), without limitation(b) to pay or reimburse each Lender and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) Agents and the Lenders and other third party advisors to the Agents, and (Bc) to pay, indemnify and hold harmless each Lender and the Agents and their respective Related Parties from and against any amendmentand all other liabilities, waiver obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or consent relating hereto disbursements of any kind or nature whatsoever, including reasonable and thereto includingdocumented fees, but not limited todisbursements and other charges of one counsel, arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such amendmentsother documents, waivers or consents resulting from or related to including any work-out, renegotiation or restructure of the foregoing relating to the performance by violation of, noncompliance with or liability under, any Environmental Law on the Borrowers under this part of any Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement Party or protection any of rights under the Credit Documents and the documents and instruments referred to herein and therein (including its Subsidiaries or any workouts actual or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements alleged presence of counsel for the Agent-Related Persons and each Hazardous Materials as a result of the Lenders, and (B) any bankruptcy or insolvency proceeding operations of a Borrower each Credit Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by including at any of them as a result oftheir Real Property (all the foregoing in this clause (c), or arising out ofcollectively, or in any way related tothe “indemnified liabilities”); provided, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person that the Credit Parties shall have no obligation hereunder to the Agents or any Lender is a party thereto) related nor any of their Related Parties with respect to indemnified liabilities arising from (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person party to be indemnified, as determined by a court indemnified or one of competent jurisdiction by a final and non-appealable judgment), their Related Parties; (ii) any Environmental Claim and disputes among the Agents, the Lenders and/or their transferees; or (iii) diminution in value of any claims Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for Non-Excluded Taxes.special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. 117
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and FUCMC in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative AgentAgents as well as Canadian counsel to the Agents) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Agreement or any other Credit Agreement, Party under the other Credit Documents and (ii) of the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, ); (ii) pay and hold each of the Lenders harmless from and against any and all claims for Non-Excluded Taxes as set forth in Section 4.13 and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Non-Excluded Taxes; and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (biii) indemnify the each Agent-Related Persons, FUCMC and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , FUCMC or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they relate to disputes solely between or among the Lenders (excluding First Union acting in its capacity as Administrative Agent or National Bank of Canada acting in its capacity as Canadian Agent) or they are incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.. 120
Appears in 1 contract
Samples: Credit Agreement (Cott Corp /Cn/)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent and the Arranger in connection with (A) the syndication, negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Agent and the Arranger and the fees and expenses of counsel for the Administrative Agent) Agent in connection with collateral issues and all due diligence, appraisals, audits, field exams, environmental audit and other similar costs, including the reasonable fees and expenses of any Lender engaged by the Administrative Agent to assist it in performing its duties under this Credit Agreement and the other Credit Documents), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any forbearance, reservation of rights, work-out, renegotiation re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement and (ii) the Agent, the Arranger and each Lender paid or incurred in connection with enforcement or defense of its rights under the Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including but not limited to, any forbearance, reservation of rights, work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, collecting the Loans, foreclosing or otherwise collecting upon the Collateral or any part thereof and (ii) the Agent-Related Persons and the Lenders obtaining any legal, accounting, or other advice in connection with any of the foregoing, (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel and other professionals for the Agent-Related Persons , the Arranger and each of the Lenders). The Borrowers shall indemnify, defend and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify hold harmless the Agent-Related Persons, the Arranger, the Issuing Bank and each Lender of the Lenders and its their respective directors, officers, directorsagents, employees, representatives, Affiliates employees and agents counsel from and hold each of them harmless against (x) any and all losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred by any of them as a result of, (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out ofof or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of this Credit Agreement, any Credit Document or the use of proceeds of any Extensions Letter of Credit or the consummation transactions contemplated thereby, (ii) any actual or proposed use by any Borrower of the proceeds of the Loans or (iii) the Agent's, the Arranger's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other transactions contemplated in any Credit Documentagreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, litigation claim or other proceeding or any advice rendered in connection with any of the foregoing and (but excluding y) any such losses, claims, damages, liabilities, claimsdeficiencies, damages judgments or expenses incurred in connection with any remedial or other action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent incurred by reason that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers' obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the gross negligence or willful misconduct on the part Obligations, and are in addition to, and not in substitution of, any other of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxestheir Obligations set forth in this Credit Agreement.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees (a) to pay or reimburse the Agents, the Joint Lead Arrangers and the Lenders for all their reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with (A) the development, negotiation, preparation, preparation and execution and deliverydelivery of, syndication and administration of any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, the documents syndication of the Term Loan Facility, the consummation and instruments referred administration of the transactions contemplated hereby and thereby, any Event of Default or the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket Prepetition and post-Petition Date fees, disbursements and other charges of Advisors; (b) to therein pay, indemnify, and hold harmless each Agent, each Joint Lead Arranger and each Lender from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Agent, each Joint Lead Arranger, each Lender and their respective Affiliates, directors, officers, partners, employees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors, related to the Transactions (including the Cases) or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure foregoing relating to the performance violation of, noncompliance with or liability under, any Environmental Law (other than by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower indemnified Person or any of its SubsidiariesRelated Parties (other than trustees and advisors)) or to any actual or alleged presence, and (b) indemnify release or threatened release into the Agent-Related Personsenvironment of Hazardous Materials attributable to the operations of the Borrower, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result ofthe Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent or arising out ofany Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they resulting from (A) the gross negligence, bad faith or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related willful misconduct of such indemnified Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedits Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents, as determined by a final non-appealable judgment of a court of competent jurisdiction or (C) disputes not involving an act or omission of the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or Joint Lead Arranger or any similar role under the Term Loan Facility. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. All amounts payable under this Section 11.5 shall be paid within ten (10) days following written demand of the Borrower together with an invoice relating thereto setting forth such expense in reasonable detail. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Persons, to the extent any indemnified Persons is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final and non-appealable judgmentjudgment of a court of competent jurisdiction), (ii) any Environmental Claim and (iii) any claims for Non-Excluded . This Section 11.5 shall not apply to Taxes.
Appears in 1 contract
Samples: Possession Credit Agreement (Energy Future Holdings Corp /TX/)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Closing Date, on the Closing Date, (a) to pay or reimburse the Agents and the Joint Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses of incurred (i) each Agent-Related Person in connection with (A) the negotiationsyndication, preparation, execution and execution, delivery, syndication negotiation and administration of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit AgreementWhite & Case LLP, and (ii) upon the Agent-Related Persons occurrence and during the Lenders continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender and each Agent from, any and all recording and filing fees and to pay, indemnify, and hold harmless each Lender and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether or not any Agent, any Lender or any other such indemnified Person is a party to any action or proceeding out of which any such expenses arise or such matter is initiated by a third party or by the Borrower or any Affiliate thereof), including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) enforcement the gross negligence, bad faith or protection willful misconduct of rights such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the documents and instruments referred to herein and therein Credit Documents, (including any workouts D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or restructurings), including, without limitation, its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such enforcementproceeding, the reasonable fees Borrower will indemnify and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents hold harmless such indemnified Person from and hold each of them harmless against any and all losses, liabilities, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or expenses incurred by any of them as a result of, other Credit Document or arising out ofof its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or in consequential damages to a third party). No indemnified Persons shall be liable for any way related to, or damages arising from the use by reason of, unintended recipients of any investigation, litigation information or other proceeding (whether materials distributed by it through telecommunications, electronic or not other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Agent-Related indemnified Person or any Lender is a party thereto) related to of its Related Parties (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by a final its acceptance of the benefits of this Section 13.5, agrees to refund and non-appealable judgment)return any and all amounts paid by the Borrower (or on its behalf) to it if, (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxespursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.
Appears in 1 contract
Samples: Credit Agreement (Vistra Corp.)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable reasonable, documented out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable reasonable, documented fees and expenses of Moorx & Xan Xxxxx, xxecial counsel to the Administrative Agent) ), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agents and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable reasonable, documented fees and disbursements of counsel for the Agent-Related Persons Agents and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower Credit Party or any of its Subsidiaries, Subsidiaries and (b) indemnify the each Agent-Related Persons, NCMI and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person , NCMI or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable reasonable, documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of the Agent (iincluding, without limitation, search fees, filing and recording fees, financial examination and collateral appraisal fees and expenses, professional fees and expenses, including the reasonable fees and expenses of Brobeck, Phleger & Harrison, special counsel to the Agent, and any oxxxx xxecxxx xxxnsex xx xxx Agent) each Agent-Related Person in connection with (Ai) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Loan Documents and the documents and instruments referred to therein (includingtherein, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (Bii) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement; (b) after the occurrence and during the continuation of an Event of Default, reimburse the Agent and (ii) the Agenteach Lender for its reasonable out-Related Persons of-pocket costs and the Lenders expenses incurred in connection with (A) enforcement or protection such Event of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)Default, including, without limitation, in connection with any such enforcement, the reasonable attorneys fees and disbursements of counsel for the Agent-Related Persons expenses and each of the Lenders, other professional expenses; and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (bc) indemnify the Agent-Related Personseach Lender, each Lender and its officers, directors, trustees, investment advisors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Loan Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Loan Document, including, without limitation, claims for brokerage commissions or finder's fees and the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, (ii) any Environmental Claim, and (iii) any claims for Non-Excluded Taxes (but excluding in the case of (i), (ii) and (iii) above, any such losses, liabilities, claims, damages or expenses to the extent it is finally judicially determined that such losses, liabilities, claims, damages or expenses were incurred by reason of the bad faith, gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-the Agent Related Person Persons in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, xxecial counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Agent Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys' Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower or any member of its Subsidiariesthe Consolidated Group, and (b) indemnify the Agent-Agent Related PersonsPersons and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates counsel and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-such Agent Related Person or any Lender is a party thereto) related to (ix) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Term Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys' Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by 70 76 reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (iiy) any Environmental Claim and (iiiz) any claims for Non-Excluded TaxesTaxes (all of the foregoing, collectively, "Indemnified Liabilities").
Appears in 1 contract
Samples: Term Credit Agreement (Pan Pacific Retail Properties Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Agent in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Supplemental Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and (B) the fees and expenses of counsel for the Agent in connection with collateral or foreign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Agent and the Supplemental Credit Lenders in connection with (A) enforcement or protection of rights under the Supplemental Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Agent and each of the Supplemental Credit Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Personseach Supplemental Credit Lender, each Lender and its officers, directors, employees, representatives, Affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Supplemental Credit Lender is a party thereto) related to (i) the entering into and/or performance of any Supplemental Credit Document Documents or the use of proceeds of any Extensions Tranche A Supplemental Term Loans or Tranche B Term Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Supplemental Credit DocumentDocuments, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: Except with respect to Taxes, which shall be governed by Section 2.20, the Borrower agrees (a) to pay or reimburse each Agent, each Joint Bookrunner, each Syndication Agent, each Documentation Agent and the Joint Lead Arrangers for all reasonable their respective reasonable, documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, but not limited toand, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating as to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgents only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, each Issuing Lender, the Agents, Joint Bookrunners, Syndication Agents, Documentation Agent and the Joint Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such investigationother documents, litigation including, without limitation, the documented fees and disbursements of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Agents for, and hold each Lender, each Issuing Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other proceeding (but excluding taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify or reimburse each Lender, each Agent, each Joint Bookrunner, each Syndication Agent, each Documentation Agent and each Joint Lead Arranger and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, liabilitiesdamages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, any of its Subsidiaries or any of 105 the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates or shareholders); provided that neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, material breach of the Loan Documents by, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons or any dispute among the indemnified persons (other than any dispute involving any Agent or Arranger in is capacity as such). All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxeswritten notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally agree to: agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses of (i) each Agent-Related Person incurred in connection with the syndication of the Term Facilities (Aother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery, syndication and administration delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents prepared in connection herewith or therewith and instruments referred to therein (includingany amendment, without limitationsupplement or modification thereto, the reasonable fees and expenses of counsel and, as to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcementAgent only, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each administration of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Administrative Agent (including one primary counsel and such local counsel as the Administrative Agent may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, the Administrative Agent, each Joint Lead Arranger, the Syndication Agent and the Documentation Agent for all their out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents and in connection with the Term Loans made under this Agreement, including all such expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans, including, without limitation, the fees and disbursements of counsel incurred (including the allocated fees and expenses of in-house counsel) to each Lender and the Administrative Agent, and (c) to pay, indemnify or reimburse each Lender, the Administrative Agent, each Joint Lead Arranger, the Syndication Agent and the Documentation Agent and their respective affiliates, and their respective officers, directors, employees, affiliates, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any such investigationclaim, litigation action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement performance and administration of this Agreement, the other proceeding (but excluding Loan Documents and any such lossesother documents, liabilitiesincluding, without limitation, any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrowers, any of their Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, damages actions or expenses proceedings by any Indemnitee against Holdings or the Borrowers hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that neither Holdings nor the Borrowers shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities (x) are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted from material breach of the Loan Documents or the bad faith, gross negligence or willful misconduct on of, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons, (y) result from any dispute solely among any Indemnitees (other than any claim against the part Administrative Agent, a Joint Lead Arranger, the Syndication Agent or the Documentation Agent in its capacity as such) or (z) result from any settlement of a claim by an Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons without the consent of Holdings and the Borrowers (not to be unreasonably withheld or delayed). All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrowers pursuant to this Section 10.5 shall be submitted to the Borrowers at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded TaxesObligations.
Appears in 1 contract
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person the Administrative Agent and Banc of America Securities LLC ("BAS") in connection with (A) the negotiation, preparation, execution and delivery, syndication delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) Agent and the fees and expenses of counsel for the Administrative Agent in connection with collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, Agreement and (ii) the Agent-Related Persons Administrative Agent and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons Administrative Agent and each of the LendersLenders (including the allocated costs of in-house counsel), and (B) any bankruptcy or insolvency proceeding of a the Borrower or any of its Subsidiaries, a Material Subsidiary and (b) indemnify the Administrative Agent-Related Persons, BAS and each Lender and Lender, its officers, directors, employees, representatives, Affiliates representatives and agents Administrative Agent from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any the Administrative Agent-Related Person , BAS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel and settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.
Appears in 1 contract
Samples: Credit Agreement (Covance Inc)
Payment of Expenses; Indemnification. The Borrowers jointly and severally Credit Parties agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-the Agent Related Person Persons in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto (whether or not the transactions contemplated thereby are consummated) including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers Credit Parties under this Credit Agreement, and (ii) the Agent-Agent Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings)therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements Attorneys’ Costs of counsel for the Agent-Related Persons Administrative Agent and each of the Lenders, Lenders and (B) any bankruptcy or insolvency proceeding of a Borrower or any member of its Subsidiariesthe Consolidated Group, and (b) whether or not any or all of the transactions contemplated hereby are consummated, indemnify the Agent-Agent Related PersonsPersons and each Lender, each Lender and its officers, directors, employees, representatives, Affiliates counsel and agents (collectively, the “Indemnified Persons”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-such Agent Related Person or any Lender is a party thereto) related to (ix) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions Loans (including other extensions of Credit credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel Attorneys’ Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (iiy) any Environmental Claim and (iiiz) any claims for Non-Excluded TaxesTaxes (all of the foregoing, collectively, “Indemnified Liabilities”). No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmissions systems in connection with this Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc)
