Agent's Indemnity. (a) The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify the Agent (to the extent not reimbursed by the Company), ratably according to the respective aggregate principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to the respective amounts of the Commitments), 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, the Notes and the other Loan Documents. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, the Notes and the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Company. The provisions of this Section shall survive the termination of this Agreement, the payment of the Obligations and/or the assignment of any of the Notes.
(b) Notwithstanding the foregoing, no Bank shall be liable under this Section to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements due to the Agent resulting from the Agent's gross negligence or willful misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE.
Agent's Indemnity. Keep the Supplier/ Principal ATOL holder indemnified against all claims and liabilities brought against or incurred by the Supplier/ Principal ATOL holder attributable to acts or omissions of the Agent or its employees or sub-agents, howsoever occurring.
Agent's Indemnity. (a) Each Interim Lender shall on demand indemnify each Agent and Arranger for its share of any loss or liability incurred by the relevant Agent or Arranger in acting, or in connection with its role, as Agent or Arranger under the Interim Documents, except to the extent that the loss or liability is incurred as a result of the relevant Agent’s or Arranger’s negligence or wilful misconduct.
(b) An Interim Lender’s share of any such loss or liability shall be the proportion which:
(i) that Interim Xxxxxx’s participation in the outstanding Interim Term Loans bears to the outstanding Interim Term Loans at the time of demand; or
(ii) if there is no outstanding Interim Term Loan at that time, that Interim Lender’s Interim Commitments bears to the Total Interim Commitments at that time; or
(iii) if the Total Interim Commitments have been cancelled, that Interim Lender’s Interim Commitments bore to the Total Interim Commitments immediately before being cancelled.
(c) The provisions of this Clause 19.8 are without prejudice to any obligations of each Obligor to indemnify the Agents and the Arrangers under the Interim Documents.
Agent's Indemnity. The Lenders shall indemnify the Agent (to the extent the Agent is not reimbursed by the Borrowers) from and against (a) any loss or liability (other than any caused by the Agent’s gross negligence or willful misconduct and other than any loss to the Agent resulting from the Borrowers’ non-payment of administrative fees owed solely to the Agent) incurred by the Agent as such in respect of this Agreement, the Notes, the Letters of Credit, or other Loan Document (as the Agent) and (b) any out-of-pocket expenses incurred in defending itself or otherwise related to this Agreement, the Notes, any Letter of Credit, or other Loan Documents (other than any caused by the Agent’s gross negligence or willful misconduct) including, without limitation, reasonable fees and disbursements of legal counsel of its own selection (including, without limitation, the reasonable interdepartmental charges of its salaried attorneys) in the defense of any claim against it or in the prosecution of its rights and remedies as the Agent (other than the loss, liability or costs incurred by the Agent in the defense of any claim against it by the Lenders arising in connection with its actions in its capacity as Agent); provided, however, that each Lender shall be liable for only its Ratable Portion of the whole loss or liability.
Agent's Indemnity. The Banks shall, promptly on the Agent's request, reimburse the Agent in their respective Proportionate Shares, for, and keep the Agent fully indemnified in respect of:-
9.12.1 all amounts payable by the Borrower to the Agent pursuant to Clause 17 (other than under Clauses 17.3 and 17.4) to the extent that those amounts are not paid by the Borrower;
9.12.2 all liabilities, damages, costs and claims sustained or incurred by the Agent in connection with the Security Documents, or the performance of its duties and obligations, or the exercise of its rights, powers, discretions or remedies under or pursuant to any of the Security Documents; or in connection with any action taken or omitted by the Agent under or pursuant to any of the Security Documents, unless in any case those liabilities, damages, costs or claims arise solely from the Agent's wilful misconduct or gross negligence.
Agent's Indemnity. (a) Each Lender shall on demand indemnify each Agent (in proportion to that Lender's participation in the Drawings (or the Total Commitments if there are no Drawings outstanding) at the relevant time) against any loss incurred by the relevant Agent in complying with any instructions from the Lenders or the Majority Lenders (as the case may be) or otherwise sustained or incurred in connection with the Senior Finance Documents or its duties, obligations and responsibilities under the Senior Finance Documents, except to the extent that it is incurred as a result of the gross negligence or wilful misconduct of the relevant Agent or any of its personnel.
(b) The provisions of clause 21.8
(a) are without prejudice to any obligations of the Obligors to indemnify the Agents under the Senior Finance Documents.
Agent's Indemnity. The Banks shall indemnify the Agent, in its capacity as Agent (to the extent the Agent is not reimbursed by the Borrower) from and against: (a) any loss or liability (other than any caused by the Agent's gross negligence or willful misconduct) incurred by the Agent acting in the capacity as Agent in respect of this Agreement, the Revolving Credit Notes or any Loan Document and (b) any out-of-pocket costs and expenses incurred in defending itself or otherwise related to this Agreement, the Revolving Credit Notes or any Loan Document (other than any caused by the Agent's gross negligence or willful misconduct) including, without limitation, reasonable fees and disbursements of legal counsel of its own selection (including, without limitation, the reasonable interdepartmental charges of its salaried attorneys) in the defense of any claim against it or in the prosecution and enforcement of its rights and remedies as the Agent (other than the loss, liability or costs incurred by the Agent in the defense of any claim against it by the Banks arising in connection with its actions in its capacity as Agent); provided, however, that each Bank shall be liable for only its Ratable Portion of the whole loss or liability. After any Agent's resignation as Agent pursuant to Section 0 of this Agreement, the provisions of this Section 0 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.
Agent's Indemnity hold and keep the Principal indemnified against all costs, claims, demands, liabilities, expenses, damages, or losses (including without limitation, any indirect or consequential losses, loss of profit and loss of reputation, and all interest, penalties, legal and other professional costs and expenses) arising directly or indirectly from or in connection with any breach by or on behalf of the Agent or any of the Agent’s officers, employees, sub-agents, contractors or representatives of any of the provisions of this Agreement, or from exceeding the Agent’s authority under this Agreement, save to the extent that such losses arise out of the negligence of the Principal;
Agent's Indemnity. The Lenders shall indemnify the Agent, in its capacity as Agent (to the extent the Agent is not reimbursed by the Borrower), from and against: (a) any loss or liability (other than any caused by the Agent's gross negligence or willful misconduct) incurred by the Agent as such in respect of this Agreement or any Loan Document and (b) any out-of-pocket expenses incurred in defending itself or otherwise related to this Agreement or any Loan Document (other than any caused by the Agent's gross negligence or willful misconduct) including, without limitation, reasonable fees and disbursements of legal counsel of its own selection (including, without limitation, the reasonable interdepartmental charges of its salaried attorneys) in the defense of any claim against it or in the prosecution of its rights and remedies as the Agent (other than the loss, liability or costs incurred by the Agent in the defense of any claim against it by the Lenders arising in connection with its actions in its capacity as Agent); provided, however, that each Lender shall be liable for only its pro rata share of the whole loss or liability.
Agent's Indemnity. The Banks shall indemnify Agent (to the extent Agent is not reimbursed by Borrower) from and against any loss or liability (other than any caused by Agent's gross negligence or willful misconduct) incurred by Agent as such in respect of this Agreement or any related writing and from and against any out-of-pocket expenses incurred in defending itself or otherwise related to this Agreement or any related writing including, without limitation, reasonable fees and disbursements of legal counsel of its own selection (including, without limitation, the reasonable interdepartmental charges of its salaried attorneys) in the defense of any claim against it or in the prosecution of its rights and remedies as Agent; PROVIDED, that each Bank shall be liable for only its ratable share of the whole loss or liability.
