Common use of 7Indemnification Clause in Contracts

7Indemnification. (a) The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks agree Each of the Lenders agrees to indemnify the Administrative Agent, the Issuing Lender and each Agent of its Related Parties in its capacity as such (to the extent not reimbursed by the Borrowers Holdings, Borrower or any other Loan Party pursuant to any Loan Document and without limiting the obligation of the Borrowers Holdings, Borrower or any other Loan Party to do so)) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, ratably (as reasonably determined by if indemnification is sought after the Administrative Agentdate upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent, or such Agent other Person under or in connection with any of the foregoingforegoing and any other amounts not reimbursed by Holdings, Borrower or such other Loan Party; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s, or such Agentother Person’s gross negligence or willful misconduct, and that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this subsection 9.7 Section shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time ​ ​ ​ following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks agree Each of the Lenders agrees to indemnify the Administrative Agent, the Issuing Lender and each Agent of its Related Parties in its capacity as such (to the extent not reimbursed by the Borrowers Borrower or any other Loan Party pursuant to any Loan Document and without limiting the obligation of the Borrowers Borrower or any other Loan Party to do so)) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, ratably (as reasonably determined by if indemnification is sought after the Administrative Agentdate upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent, or such Agent other Person under or in connection with any of the foregoingforegoing and any other amounts not reimbursed by Borrower or such other Loan Party; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s, or such Agentother Person’s gross negligence or willful misconduct, and that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this subsection 9.7 Section shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks Lenders agree to indemnify each Agent, the Swing Line Lender and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent in its capacity as such Indemnitee”) (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligation of the Borrowers Borrower to do so), ratably according to their respective Revolving Percentages in effect on the date on which indemnification is sought under this Section (as reasonably determined by or, if indemnification is sought after the Administrative Agentdate upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Revolving Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after 73 the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such AgentAgent Xxxxxxxxxx’s gross negligence or willful misconduct. The agreements in this subsection 9.7 Section shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks Lenders agree to indemnify each the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligation of the Borrowers Borrower to do so), ratably according to their respective Commitments (as reasonably determined by or if the Administrative AgentCommitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans and Participation Interests of the Lenders), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the final payment of all of the Loansobligations of the Borrower hereunder and under the other Credit Documents) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such Agent in any way relating to or arising out of this Agreement, Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such the Administrative Agent under or in connection with any of the foregoing; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s the gross negligence or willful misconductmisconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this subsection 9.7 Section shall survive the payment repayment of the Loans and all other amounts payable obligations under the Credit Documents and the termination of the Commitments hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks agree Each of the Lenders agrees to indemnify the Administrative Agent, the Issuing Lender and each Agent of its Related Parties in its capacity as such (to the extent not reimbursed by the Borrowers Borrower or any other Loan Party pursuant to any Loan Document and without limiting the obligation of the Borrowers Borrower or any other Loan Party to do so)) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, ratably (as reasonably determined by if indemnification is sought after the Administrative Agentdate upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent, or such Agent other Person under or in connection with any of the foregoingforegoing and any other amounts not reimbursed by Borrower or such other Loan Party; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent's, or such Agent’s other Person's gross negligence or willful misconduct, and that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders' Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this subsection 9.7 Section shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks Lenders agree to indemnify each Agent in and its capacity as such officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligation of the Borrowers Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (as reasonably determined by or, if indemnification is sought after the Administrative Agentdate upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such AgentAgent Indemnitee’s gross negligence or willful misconduct. The agreements in this subsection 9.7 Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks agree Each of the Lenders agrees to indemnify the Administrative Agent, the Issuing Lender and each Agent of its Related Parties in its capacity as such (to the extent not reimbursed by the Borrowers Borrower or any other Loan Party pursuant to any Loan Document and without limiting the obligation of the Borrowers Borrower or any other Loan Party to do so)) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, ratably (as reasonably determined by if indemnification is sought after the Administrative Agentdate upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent, or such Agent other ​ ​ Person under or in connection with any of the foregoingforegoing and any other amounts not reimbursed by Borrower or such other Loan Party; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s, or such Agentother Person’s gross negligence or willful misconduct, and that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this subsection 9.7 Section shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

7Indemnification. (a) The Banks agree Each of the Lenders agrees to indemnify each Agent of the Administrative Agent, the Issuing Lender and the Swingline Lender and each of its Related Parties in its capacity as such (to the extent not reimbursed by the Borrowers Borrower or any other Loan Party and without limiting the obligation of the Borrowers Borrower or any other Loan Party to do so)) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, ratably (as reasonably determined by if indemnification is sought after the Administrative Agentdate upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which that may at any time (including without limitation at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Agent other Person in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or such Agent other Person under or in connection with any of the foregoingforegoing and any other amounts not reimbursed by the Borrower or such other Loan Party; provided that no Bank Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such the Administrative Agent’s or such other Person’s bad faith, gross negligence or willful misconduct, and that with respect to such unpaid amounts owed to any Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as ​ ​ ​ of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this subsection 9.7 Section shall survive the payment of the Loans and all other amounts payable hereunder. (b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.