Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent, in the amount of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration or enforcement thereof not reimbursed by the Borrower or one of its Subsidiaries, and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification).

Appears in 4 contracts

Samples: Term Loan Agreement (Cendant Corp), Term Loan Agreement (Cendant Corp), Credit Agreement (Cendant Corp)

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Reimbursement and Indemnification. Each of the Lenders severally and not jointly Lender agrees (i) to reimburse the Administrative Agent, in the amount Agent for such Lender’s Revolving Credit Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit by it under this Agreement and any of the Lenders under the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 4 contracts

Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty (Tower International, Inc.)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Lender agrees (i) to reimburse the Administrative Agent, in Agent for such Lender’s pro rata share (calculated on the amount basis of its proportionate share, for such Lender’s share of the outstanding Loans) of any expenses and fees incurred for the benefit by it under this Agreement and any of the Lenders under the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 3 contracts

Samples: Term Loan and Guaranty Agreement (Tower International, Inc.), Term Loan and Guaranty Agreement (Tower International, Inc.), Term Loan and Guaranty Agreement (Tower International, Inc.)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Bank agrees (i) to reimburse the Administrative Agent, in the amount Agent for such Bank's Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement, the Fundamental Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersBanks, and any other expense incurred in connection with the administration operations or enforcement thereof not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Fundamental Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Fundamental Notes or any of the Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Carson Pirie Scott & Co /Il/), Credit and Guaranty Agreement (Carson Pirie Scott & Co /Il/)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Bank agrees (i) to reimburse the Administrative Agent, in the amount Agent for such Bank's Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersBanks, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Burlington Industries Inc /De/)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Lender agrees (i) to i)to reimburse the Administrative Agent, in the amount Agent for such Lender’s Revolving Credit Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit by it under this Agreement and any of the Lenders under the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to ii)to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Lender agrees (i) to reimburse the Administrative Agent, in the amount Agent for such Lender's Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Polymer Group Inc)

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Reimbursement and Indemnification. Each of the Lenders severally and not jointly Bank agrees (i) to --------------------------------- reimburse the Administrative Agent, in the amount Agent for such Bank's Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersBanks, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Galey & Lord Inc)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Lender agrees (i) to reimburse the Administrative Agent, in the amount Agent for such Lender’s Applicable Percentage of its proportionate share, for any expenses and fees incurred for the benefit by it under this Agreement and any of the Lenders under the Fundamental Credit Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration operations or enforcement thereof thereof, not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii2) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in the amount of its proportionate shareApplicable Percentage thereof, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of any of the Fundamental Credit Documents or any action taken or omitted by it or any of them under any of the Fundamental Credit Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their respective gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Reprographics CO)

Reimbursement and Indemnification. Each of the Lenders severally and not jointly Bank agrees (i) to reimburse the Administrative Agent, in the amount Agent for such Bank's Commitment Percentage of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement, the Fundamental Notes and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersBanks, and any other expense incurred in connection with the administration operations or enforcement thereof not reimbursed by the Borrower or one of its Subsidiaries, the Guarantors and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement, the Fundamental Notes or any of the Loan Documents or any action taken or omitted emitted by it or any of them under this Agreement, the Fundamental Notes or any of the Loan Documents to the extent not reimbursed reimburse by the Borrower or one of its Subsidiaries the Guarantors (except such as shall result from the their gross negligence or willful misconduct of the Person seeking indemnificationmisconduct).

Appears in 1 contract

Samples: Security Agreement (Carson Pirie Scott & Co /Il/)

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