Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless Purchaser and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Appears in 5 contracts
Samples: Purchase Agreement (Divine Interventures Inc), Purchase Agreement (Divine Interventures Inc), Purchase Agreement (Divine Interventures Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or 74 126 from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 5 contracts
Samples: Credit Agreement (Enstar Income Growth Program Six B L P), Credit Agreement (Enstar Income Program Iv-2 Lp), Credit Agreement (Enstar Income Program Iv-1 Lp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 4 contracts
Samples: Credit Agreement (Waterlink Inc), Credit Agreement (Waterlink Inc), Credit Agreement (Waterlink Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- the Purchasers’ execution and delivery of this Agreement the Transaction Documents to which it is a party and acquiring the Securities Notes hereunder and thereunder and in addition to all of the Company's ’s other obligations under this Agreementthe Transaction Documents to which it is a party, the Company shall defend, protect, indemnify and hold harmless Purchaser the Purchasers and all of its their affiliates, shareholders, trustees, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "“Purchaser Indemnitees"”) from and against any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages (other than consequential damages), and expenses in connection therewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' ’ fees and disbursements (the "“Purchaser Indemnified Liabilities"”), incurred by the Indemnitees or any of them Purchaser Indemnitee as a ----------------------- result of, or arising out of, or relating to (a) any misrepresentation in or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the representations Company contained in the Transaction Documents, or (c) any cause of action, suit or claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and warranties arising out of or any nonfulfillment resulting from (i) other than those arising from or resulting from a misrepresentation or breach of any covenant representation or agreement on warranty made by such Purchaser Indemnitee contained in the part Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Company under this AgreementTransaction Documents, provided that (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each proceeds of the Indemnified Liabilities which is permissible under applicable lawissuance of the Notes, or (iii) the status of the Purchasers as investors in the Company.
Appears in 3 contracts
Samples: Note Subscription Agreement (Environmental Solutions Worldwide Inc), Subscription Agreement (Vystar Corp), Note Subscription Agreement (Environmental Solutions Worldwide Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser Administrative Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of Administrative Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto, including any of the action for which indemnification hereunder is sought)foregoing arising from the negligence of such Indemnified Party (all the foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating ; but Company shall have no obligation hereunder to any misrepresentation in or breach of any of Indemnified Person with respect to Indemnified Liabilities resulting solely from the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default willful misconduct of such Indemnified Person or from such Indemnified Party acting in violation of applicable law or in breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawLoan Documents. The agreements in this Section shall survive payment of all other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Commercial Metals Co), Credit Agreement (Commercial Metals Co), Commercial Metals Co
Company Indemnification. In consideration of Purchaserthe Subscriber's ----------------------- execution and delivery of this Agreement the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under this Agreementthe Transaction Documents to which it is a party, the Company shall defend, protect, indemnify and hold harmless Purchaser the Subscriber and each other holder of the Securities and all of its their shareholders, trustees, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "IndemniteesSUBSCRIBER INDEMNITEES") from and against any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages (other than consequential damages), and expenses in connection therewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified LiabilitiesSUBSCRIBER INDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them Subscriber Indemnitee as a ----------------------- result of, or arising out of, or relating to (a) any misrepresentation in or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the representations Company contained in the Transaction Documents, or (c) any cause of action, suit or claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and warranties arising out of or any nonfulfillment resulting from (i) other than those arising from or resulting from a misrepresentation or breach of any covenant representation or agreement on warranty made by such Subscriber Indemnitee contained in the part Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Company under this AgreementTransaction Documents, provided that (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each proceeds of the Indemnified Liabilities which is permissible under applicable lawissuance of the Securities, or (iii) the status of the Subscriber or holder of the Securities as an investor in the Company.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Environmental Solutions Worldwide Inc), Securities Subscription Agreement (Environmental Solutions Worldwide Inc), Securities Subscription Agreement (Environmental Solutions Worldwide Inc)
Company Indemnification. In consideration of Purchaser's Whether or not the transactions ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementcontemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------ obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating -------- Company shall have no obligation hereunder to any misrepresentation in or breach of any of Indemnified Person with respect to Indemnified Liabilities resulting solely from the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 3 contracts
Samples: Pledge Agreement (Cb Richard Ellis Services Inc), Credit Agreement (West Marine Inc), Credit Agreement (West Marine Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, claims, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable (given due regard to the prevailing circumstances) Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Precision Castparts Corp), Credit Agreement (Precision Castparts Corp), Credit Agreement (Precision Castparts Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of any Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesObligations"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Obligations resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Nebco Evans Holding Co), Credit Agreement (Ameriserve Transportation Inc), Credit Agreement (Nebco Evans Holding Co)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of any act or failure to act of the Company or any of its Subsidiaries in connection with this Agreement or the Loans or Letters of Credit the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Century Business Services Inc), Credit Agreement (Century Business Services Inc), Credit Agreement (Century Business Services Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Bank and all each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs but excluding costs covered by Section 9.04(a)) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans) be imposed on, liabilities and damagesincurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, and expenses or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Dendrite International Inc), Credit Agreement (Dendrite International Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution The Company covenants and delivery of this Agreement and acquiring the Securities hereunder and in addition agrees to all of the Company's other obligations under this Agreement, the Company shall defend, protect, ----------------------- indemnify and save and hold harmless Purchaser and all of each Investor, together with its officers, directors, employees partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Act), beneficial owners, attorneys and agents representatives, from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including, without limitation, those retained reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against the transactions contemplated by this AgreementCompany or a third party claim) (collectively, the "IndemniteesInvestor Losses") from and against any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party up to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements amount of such Investor's original --------------- investment in the Private Placement (the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or set forth on Schedule A hereto) arising out of, of or relating to resulting from: (i) any misrepresentation inaccuracy in or breach of any of the representations and warranties or any nonfulfillment or breach of any representation, warranty, covenant or agreement on made by the part Company in this Agreement, any Additional Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure of the Company under to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement or any Additional Agreement; or (iii) any actual or threatened claim, provided that suit, action or proceeding arising out of or resulting from the conduct by the Company shall not be liable of its Business or operations, or the Company's occupancy or use of its properties or assets, on or prior to the Closing Date; other than, with respect to an Indemnitee Investor. Investor Losses resulting directly from the gross negligence or willful misconduct of such Investor or any of its respective officers, directors, employees, or any affiliate within the meaning of Rule 405 of the SEC under the Act are not covered under this Section 9A for any liability 9.1; provided, however, that, if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To and to the extent -------- ------- that the foregoing undertaking by the Company may be such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities such indemnified liability which is shall be permissible under applicable lawlaws.
Appears in 2 contracts
Samples: Series a Subscription Agreement (General Electric Capital Corp), Subscription Agreement (Net2phone Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Smith a O Corp), Credit Agreement (Smith a O Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective Affiliates, officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each termination of the Indemnified Liabilities which is permissible under applicable lawAggregate Commitments and payment of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement, Assignment and Assumption Agreement (Idex Corp /De/)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the (a) The Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from (i) the gross negligence or default willful misconduct of such Indemnified Person or breach under this Agreement. To (ii) any proceeding initiated by the Agent against any Lender (except to the extent that arising from a breach by such Lender of its obligations hereunder) or by any Lender against the foregoing undertaking Agent or any other Lender (except to the extent arising from a breach by the Company Agent or such Lender, as the case may be unenforceable for any reasonbe, the Company of its obligations hereunder). The agreements in this Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Oshkosh Truck Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, each Agent and all each Lender and each of its their respective Affiliates, officers, directors, employees employees, counsel, agents, investment advisers, trustees and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, fees, liabilities expenses and damages, disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or breach under this Agreement. To the extent that the foregoing undertaking by proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company may be unenforceable for any reason, in writing of such event; provided that failure to so notify the Company shall make not affect the maximum contribution right of any Agent-Related Person or Lender to the payment and satisfaction of each of the Indemnified Liabilities which is permissible seek indemnification under applicable lawthis Section.
Appears in 2 contracts
Samples: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, each Agent and all each Lender and each of its their respective Affiliates, officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including, liabilities at any time following repayment of the Loans, the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or breach under this Agreement. To the extent that the foregoing undertaking by proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company may be unenforceable for any reason, in writing of such event; provided that failure to so notify the Company shall make not affect the maximum contribution right of any Agent-Related Person or Lender to the payment and satisfaction of each of the Indemnified Liabilities which is permissible seek indemnification under applicable lawthis Section.
Appears in 2 contracts
Samples: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Vlsi Technology Inc), Credit Agreement (Cypress Semiconductor Corp /De/)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of either Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to termination of this Agreement and the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Lance Inc), Credit Agreement (Lance Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, the Arranger and all each Lender and each of its respective Affiliates, officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Trendwest Resorts Inc), Credit Agreement (Specialty Equipment Companies Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective Affiliates, partners, officers, directors, employees employees, counsel, agents, advisors and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of any act or failure to act of the Company or any of its Subsidiaries in connection with this Agreement or the Loans or Letters of Credit the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Century Business Services Inc), Credit Agreement (CBIZ, Inc.)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section 11.05 shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Briggs & Stratton Corp), Multicurrency Credit Agreement (Payless Shoesource Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the (a) The Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitment) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Teletech Holdings Inc), Revolving Credit Agreement (Teletech Holdings Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or 74 130 from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Enstar Income Growth Program Five-a Lp), Credit Agreement (Enstar Income Growth Program Five-B Lp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the The Company shall defendindemnify, protectto the fullest extent permitted by applicable law, indemnify each Covered Person and hold harmless Purchaser and all of its each Covered Person’s affiliates, directors, trustees, members, managers, shareholders, officers, directorspartners, controlling persons, employees and agents (includingincluding any individual who serves at their request as director, without limitationofficer, those retained manager, partner, trustee or the like of another Person, including the Company) and/or the legal representatives and controlling persons of any of them (each of the foregoing being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred by such Indemnitee in connection with the transactions contemplated defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body, in which such Indemnitee may be or may have been threatened, while acting in a manner believed to be within the scope of authority conferred on such Indemnitee by this Agreement) (collectively, the "Indemnitees") from and against except with respect to any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any matter as to which such Indemnitee is a party shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (was within the "Indemnified Liabilities"), incurred scope of authority conferred on such Indemnitee by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the Company conduct was unlawful; provided, however, that (i) no Indemnitee shall not be liable to an Indemnitee under this Section 9A for indemnified hereunder against any liability to the Company or its Members or any expense of such Indemnitee arising by reason of its willful misconduct, bad faith, gross negligence, dishonesty or reckless disregard of its duties hereunder, and (ii) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such liability is caused solely action, suit or other proceeding by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking Indemnitee was authorized by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawCompany.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Cb Richard Ellis Realty Trust), Limited Liability Company Agreement (Cb Richard Ellis Realty Trust)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Material Sciences Corp), Credit Agreement (Midway Games Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, each Bank and all each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and L/C Advances, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans, L/C Advances or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Longview Fibre Co)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Bank and all of its officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitationan "Indemnified Person") harmless from and against any and all liabilities, those retained obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated by this Agreementhereby or the consummation of the transactions contemplated thereby, (b) the Commitment or the Loans or the use or the proposed use of the proceeds therefrom, or (collectivelyc) any actual or prospective claim, litigation, investigation or proceeding relating to any of the "Indemnitees"foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) from and against any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective regardless of whether any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNIFIED PERSON; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Indemnitees gross negligence or willful misconduct of such Indemnified Person. No Indemnified Person shall have any liability for any indirect or consequential damages relating to this Agreement or any of them as a ----------------------- result of, other Loan Document or arising out of, of its activities in connection herewith or relating to any misrepresentation in therewith (whether before or breach of any of after the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee Closing Date). All amounts due under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under 9.5 shall be payable within ten Business Days after demand therefor. The agreements in this Agreement. To Section shall survive the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each termination of the Indemnified Liabilities which is permissible under applicable lawCommitment and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all -74- 82 the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section 11.05 shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Payless Shoesource Holdings Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, each Bank and all each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Longview Fibre Co)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Bank, each Bank Affiliate, and all each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and Letter of Credit Obligations, liabilities and damagesexpiration of the Standby Letters of Credit, and expenses termination of all Specified Swap Contracts) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, the Specified Swap Contracts, or the Standby Letters of Credit, the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition The Company agrees to all of the Company's other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless Purchaser and all of the Investor, its partners, Affiliates, officers, directors, employees and agents duly authorized agents, and each Person or entity, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "CONTROLLING PERSONS"), from and against any loss, claim, damage, liability, costs and expenses (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements and costs and expenses of investigating and defending any such claim) (the collectively, "Indemnified LiabilitiesDAMAGES"), incurred by joint or several, and any action or proceeding in respect thereof to which the Indemnitees Investor, its partners, affiliates, officers, directors, employees and duly authorized agents, and any Controlling Person, may become subject under the Securities Act or any of them otherwise, as a ----------------------- result ofincurred, insofar as such Damages (or arising actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or in any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement relating to the Registrable Securities or arises out of, or are based upon, any misrepresentation in omission or breach of alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein under the circumstances not misleading, and shall reimburse the Investor and each such Controlling Person, for any of legal and other expenses reasonably incurred by the representations and warranties Investor or any nonfulfillment such Controlling Person, as incurred, in investigating or breach of defending or preparing to defend against any covenant such Damages or agreement on the part of the Company under this Agreementactions or proceedings; PROVIDED, provided HOWEVER, that the Company shall not be liable (i) to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that any such Damages arise out of the foregoing undertaking Investor's (or any other indemnified Person's) failure to send or give a copy of the final prospectus or supplement (as then amended or supplemented) to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus or supplement; (ii) to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor or any other person who participates as an underwriter in the offering or sale of such securities, in either case, specifically stating that it is for use in the preparation thereof; or (iii) to the extent any such Damages arise out of the sale by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction Investor of each of the Indemnified Liabilities which is permissible under applicable lawRegistrable Securities during a Blackout Period.
Appears in 1 contract
Samples: Registration Rights Agreement (American Technology Corp /De/)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company Borrowers shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating Borrowers shall have no obligation hereunder to any misrepresentation in or breach of any of Indemnified Person with respect to Indemnified Liabilities resulting from the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction willful misconduct of each of the Indemnified Liabilities which is permissible under applicable law.such 100 106
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's Whether or not the transactions ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementcontemplated hereby are consummated, the Company each Credit Party shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------ obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of a Credit Party entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or that no Credit Party shall have any of them as a ----------------------- result of, or arising out of, or relating ------------------------ -------- obligation hereunder to any misrepresentation in or breach Indemnified Person with respect to Indemnified Liabilities which have been finally determined by a court of any competent jurisdiction to be the direct and sole result of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (collectively, liabilities "Costs and damagesExpenses") which may at any time (including at any time following repayment of the Loans and the termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any other Loan Document or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating Company shall have no obligation hereunder to any misrepresentation in Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or breach willful misconduct of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreementsuch Indemnified Person; provided, provided further, that the Company shall not be liable required to an Indemnitee under pay the Costs and Expenses of any Indemnified Person to the extent arising in connection with any action by or on behalf of the Company against such Indemnified Person where final judgment 51 58 is rendered against such Indemnified Person. The agreements in this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Safeco Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Vans Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company Borrowers shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating Borrowers shall have no obligation hereunder to any misrepresentation in or breach of any of Indemnified Person with respect to Indemnified Liabilities resulting from the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Bank, each Affiliate of the Bank, and all each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and L/C Obligations, liabilities and damagesexpiration of the Letters of Credit, and expenses termination of all Specified Swap Contracts) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, the Specified Swap Contracts, or the Letters of Credit, the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Bank and all each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans) be imposed on, liabilities and damagesincurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, and expenses or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that THAT the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent, its affiliates, each Bank and all each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including attorneys fees and disbursements, liabilities which attorneys may be employees of such Indemnified Person) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to (a) Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default willful misconduct of such Indemnified Person, (b) disputes amongst the Banks and/or the Banks and the Agent, (c) litigation between the Company and the Agent and/or the Banks where the Company is the prevailing party on the merits pursuant to a final non-appealable order or breach under this Agreement. To (d) expenses of the type described in Section 11.3(a) to the extent that incurred by a Person other than the foregoing undertaking by the Company may be unenforceable for any reason, the Company Agent. The agreements in this Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other obligations.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Ace Hardware Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreementeach an “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A any Indemnified Person with respect to (a) items of the types described in subsection 10.4(a), for any liability if such liability which the Company is caused solely by such ---------- Indemnitee's fraudobligated to indemnify only Bank of America and its affiliates (including the Arranger), willful misconduct or (b) Indemnified Liabilities to the extent resulting from the gross negligence or default willful misconduct of such Indemnified Person, from the breach by such Indemnified Person of Section 10.9 or breach under from disputes among the Lenders. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Smith a O Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement, the Existing Credit Agreement, or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, the Existing Credit Agreement, or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this AgreementSection shall survive payment of all other Obligations. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.11.6
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penalties, fees, liabilities and damagescharges, and reasonable out-of-pocket expenses and disbursements (including Attorney Costs), of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating Company shall have no obligation hereunder to any misrepresentation in Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or breach willful misconduct of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreementsuch Indemnified Person provided further, provided that the Company shall not be liable obligated to an Indemnitee under indemnify any Bank for any loss, claim, damage, liability or expense arising solely from a dispute between two or more Banks. The agreements in this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following the termination of the Letters of Credit and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any L/C Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities to the extent resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons and all each Bank, and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitationan "Indemnified Person"), those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such person in favor of any third-party in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to hereof, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company Companies shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank (including the International Swing Line Banks in such capacity) and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (other than expenses described in Section 11.4 whether or not required to be reimbursed thereunder) which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or the International Swing Line Agreements or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the International Swing Line Agreements or the Loans, the International Swing Line Loans or Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions or International Swing Line Loans entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating Companies shall have no obligation hereunder to any misrepresentation in Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or breach willful misconduct of such Indemnified Person; and provided further the Companies shall have no obligations with respect to tax liabilities, funding costs or capital costs of any Indemnified Person except as set forth in this Agreement or the International Swing Line Agreements. The agreements in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the Companies, the Agent, the Majority Banks and such Indemnified Person, at the sole cost and expense of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee Companies. All amounts owing under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may shall be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawpaid within 30 days after demand.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of any act or failure to act of the Company or any of its Subsidiaries in connection with this Agreement or the Loans or Letters of Credit the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (International Alliance Services Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall indemnify, defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Dreyers Grand Ice Cream Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Obligations and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Truserv Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Indemnified Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section 9.4 shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the other Obligations and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Obligations or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each all of the Indemnified Liabilities which is permissible under applicable lawObligations.
Appears in 1 contract
Samples: Credit Agreement (Ns Group Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Obligations and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the BAs or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Truserv Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons and all each Lender and each of its their respective officers, trustees, advisors, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding or any investigation, litigation or proceeding related to any environmental 101 cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided ; PROVIDED that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that if any investigation, litigation or breach under this Agreement. To the extent that the foregoing undertaking by proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action is requested of it or any other Indemnified Party, for which such Agent-Related Person or such Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company may be unenforceable for any reason, in writing of such event; PROVIDED that failure to so notify the Company shall make not affect the maximum contribution right of any Agent-Related Person or Lender to the payment and satisfaction of each of the Indemnified Liabilities which is permissible seek indemnification under applicable lawthis Section.
Appears in 1 contract
Samples: Credit Agreement (Rayovac Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding, any proceeding relating to Environmental Laws or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesObligations"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Obligations 146 resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to termination of this Agreement and the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Lance Inc)
Company Indemnification. In consideration of Purchaser's Whether or not the transactions ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementcontemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective Affiliates, officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------ obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person as a result of any claim or threatened claim by a Person not party to this Agreement or by the Company (except for claims by the Company or against any Agent or a Bank that are successful on the merits as determined by a court of competent jurisdiction), in any case in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified ----------- Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for ----------- -------- any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive payment of all other Obligations; provided further that this Section 10.05 shall not be construed to expand the extent that the foregoing undertaking by obligations of the Company may be unenforceable to make payments to the Banks in the circumstances required under subsections 3.01, 3.02, 3.03, 3.04 or 3.05, it being understood and agreed that such subsections shall govern the rights and obligations of the Company and the Banks as to matters set forth therein, or to require the Company to compensate a Bank for any reason, the Company shall make the maximum contribution Indemnified Liability relating to the payment and satisfaction its cost of each of the Indemnified Liabilities which is permissible under applicable lawfunds for any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (McKesson Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser and all the Bank, each of its Affiliates, and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans) be imposed on, liabilities and damagesincurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, and expenses or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Arranger and all Agent-Related Persons, and each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Cd Radio Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this AgreementWHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, the The Company shall defend, protect, indemnify and hold harmless Purchaser the Administrative Agent-Related Persons, and all each Lender and each of its their respective officers, directors, employees employees, counsel, Administrative Agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans AND THE L/c OBLIGATIONS and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, the Loans OR THE lETTERS OF CREDIT or the use of ANY OF the proceeds thereof, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PERSON, AND whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that (i) the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reasonwillful misconduct of such Indemnified Person AS FINALLY DETERMINED IN A NON-APPEALABLE DECISION BY A COURT OF COMPETENT JURISDICTION (BUT, except as set forth in (ii) IMMEDIATELY FOLLOWING, THE OBLIGATION SHALL APPLY TO THE NEGLIGENCE OF THE INDEMNIFIED PERSON) and (ii) the Company shall make have no obligation hereunder to any Indemnified Person arising from a breach of this Agreement by the maximum contribution Administrative Agent or such Indemnified Person, which breach shall have been found BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE DECISION, to have resulted from the payment and satisfaction of each negligence or misconduct of the Administrative Agent or such Indemnified Liabilities which is permissible under applicable lawPerson. The agreements in this Section shall survive payment of all other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Obligations and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations and the termination of this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Truserv Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach an "INDEMNIFIED PERSON"), without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED that (a) the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), extent incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any reason of the representations gross negligence or willful misconduct of such Indemnified Person and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that (b) the Company shall not be liable to an Indemnitee under any Indemnified Person for any such loss, claim, damage, liability or expense to the extent caused by or relating to any legal proceedings commenced against any Indemnified Person by any security holder, depositor or creditor of such Indemnified Person or his or her employer arising out of and based upon rights afforded any such security holder, depositor or creditor solely in its capacity as such. The agreements in this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, each Lender, and all each Issuing Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender or Issuing Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person as determined in a final order of a court of competent jurisdiction not subject to appeal. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Picturetel Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------ obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit, the termination of all Specified Swap Contracts and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); ----------------------- provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified -------- Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Globalcenter Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless Purchaser and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with Whether or not the transactions contemplated by this Agreement) (collectivelyAgreement are consummated, the Company shall indemnify and hold you and each of your respective officers, directors, employees, counsel, agents and attorneys-in-fact (each an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, fees, liabilities expenses and damages, disbursements (including attorney's fees and expenses of any kind or nature whatsoever which may at any time (including at any time following repayment, or transfer by you, of the Notes) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement, or the Notes or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any bankruptcy, insolvency, reorganization or other similar proceeding or any appellate proceeding) related to or arising out of this Agreement or the Notes or the use of the proceeds thereof, whether any such Indemnitee or not an Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ) provided that the Company shall not be liable to an Indemnitee have obligation under this Section 9A for Paragraph 11T to any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction willful misconduct of each of the such Indemnified Liabilities which is permissible under applicable lawPerson.
Appears in 1 contract
Samples: Truserv Corp
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letter of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution Indemnified Person with respect to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.resulting solely from the gross
Appears in 1 contract
Samples: Credit Agreement (Gymboree Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser each Lead Agent, its Related Parties and all each Lender and each of its respective Affiliates, officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Company Indemnification. In consideration of Purchaser's Whether or not the ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- ------------------ liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the ----------------------- -------- Company shall not be liable have no obligation hereunder to an Indemnitee under any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross 83 91 negligence or willful misconduct of such Indemnified Person. The agreements in this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under shall survive the termination of this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to Agreement and the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration To the fullest extent permitted by law, each Member and each Affiliate of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition any Member, as well as each Designated Representative appointed pursuant to all Section 3.4 (each of the Companyforegoing being referred to herein as an "Indemnitee", and each Affiliate to which each such Indemnitee is related being referred to herein as such Indemnitee's other obligations under this Agreement"Related Person") shall be indemnified, defended and held harmless by the Company shall defendto the fullest extent permitted by the Act for, protect, indemnify and hold harmless Purchaser and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all ----------- actions, causes of action, suitslosses, claims, losses, costs, penalties, fees, liabilities and damages, and liabilities, expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"costs), incurred by the Indemnitees judgments, fines, settlements, demands, actions, or any of them as a ----------------------- result of, suits relating to or arising out ofof the business of the Company or the operation and maintenance of the Project, or relating to the exercise by the Indemnitee of any misrepresentation in authority conferred on it, him or breach them hereunder or the performance by the Indemnitee of any of the representations its, his or their duties and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach obligations under this Agreement. To Notwithstanding anything contained in this Agreement to the extent contrary, no Indemnitee shall be entitled to indemnification hereunder with respect to any claim, issue or matter: (i) in respect of which it, he or its or his Related Person (or the Company as the result of an act or omission of such Related Person) has been adjudged liable for fraud, gross negligence or willful misconduct; (ii) based upon or relating to a material breach by it, him or his or its Related Person of any term or provision of this Agreement or any Collateral Agreement; or (iii) for costs or expenses incurred by the Indemnitee in connection with a claim or action against it, him or his or its Related Person by another Member or such other Member's Related Person that is not related to the foregoing undertaking Indemnitee's actions under this Agreement. Notwithstanding this Section 6.2, no Member shall be entitled to indemnification by the Company may be unenforceable for any reason, when or if acting in a capacity with the Company as other than a Member, in which case, such right to indemnification shall make be governed by an agreement, if any, between the maximum contribution to Company and the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawMember.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Administrative Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Section 15.2 shall survive payment of all other Obligations and termination of this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Xtra Corp /De/)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent-Related Persons, and all each Bank and each of its respective officers, employees, directors, employees counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any 105 106 and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitationan "Indemnified Person") harmless from and against ------------------ any and all liabilities, those retained obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, the Debt Offering, the Equity Offering, or any action taken or omitted by any such Person under or in connection with any of the transactions contemplated by foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement) (collectivelyAgreement or the Loans or Letters of Credit or the use of the proceeds thereof, the "Indemnitees") from and against whether or not any and all ----------- actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); ----------------------- provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent, the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not have no obligation hereunder to any Indemnified Person with respect to (a) items of the types described in subsection 11.4(a) for which the Company is obligated to indemnify only Bank of America and its affiliates (including the Arranger) or (b) Indemnified Liabilities to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person, from the breach by such Indemnified Person of Section 11.9 or from disputes among the Banks. The agreements in this Section 11.5 shall survive payment of all other Obligations. 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 transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect, consequential, special or punitive damages relating to an Indemnitee this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under 11.5 shall be payable within ten Business Days after demand therefor. The agreements in this Agreement. To Section shall survive the extent that resignation of the foregoing undertaking by the Company may be unenforceable for any reasonAdministrative Agent, the Company shall make replacement of any Bank and the maximum contribution to the payment and repayment, satisfaction or discharge of each of the Indemnified Liabilities which is permissible under applicable lawall Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's Whether or not the ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and ------------------ all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ; ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder -------- to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to termination of this Agreement and the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, the Arranger and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, each Agent and all each Lender and each of its their respective Affiliates, officers, directors, employees employees, counsel, agents, investment advisers, trustees and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, fees, liabilities expenses and damages, disbursements (including Attorney Costs) of any kind or nature whatsoever (excluding costs and expenses specifically referred to in Section 11.4) which may at any time (including, at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that in the event that any investigation, litigation or breach under this Agreement. To the extent that the foregoing undertaking by proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action which is requested of it or any other Indemnified Person, for which any Agent-Related Person or Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company may be unenforceable for any reason, in writing of such event; provided that failure to so notify the Company shall make not affect the maximum contribution right of any Agent-Related Person or Lender to the payment and satisfaction of each of the Indemnified Liabilities which is permissible seek indemnification under applicable lawthis Section.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons and all each Bank and each of its their respective officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not have no obligation hereunder to any Indemnified Person with respect to (a) items of the types described in subsection 11.04(a) for which the Company is obligated to indemnify only Bank of America and its affiliates (including the Arranger) or (b) Indemnified Liabilities to the extent resulting from the gross negligence or willful misconduct of, or violation of any applicable Requirement of Law by, such Indemnified Person, from the breach by such Indemnified Person of Section 11.09 or from disputes among the Banks. The agreements in this Section 11.05 shall survive payment of all other Obligations. 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 transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect, consequential, special or punitive damages relating to an Indemnitee this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 9A for any liability if such liability is caused solely 11.05 shall be payable within ten Business Days after demand therefor (which demand shall be accompanied by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under a reasonable description of the amounts due and the calculation thereof). The agreements in this Agreement. To Section shall survive the extent that resignation of the foregoing undertaking by the Company may be unenforceable for any reasonAdministrative Agent, the Company shall make replacement of any Bank, the maximum contribution to the payment and satisfaction of each termination of the Indemnified Liabilities which is permissible under applicable lawCommitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Briggs & Stratton Corp)
Company Indemnification. In consideration The Company shall indemnify and save harmless the Purchasers from, against, for and in respect of Purchaser's ----------------------- execution and delivery any out-of-pocket loss, obligation, liability, settlement payment, award, judgment, fine, penalty, interest charge, expense, damage or deficiency or other charge (collectively, the "Losses") incurred or required to be paid by the Purchasers which arises out of or relates to any third party claim with respect to (i) any representation or warranty made by the Company in Section 3 hereof or in any certificate delivered pursuant to this Agreement and acquiring the Securities hereunder and being untrue, inaccurate or misleading in addition to all any material respect, as of the Company's date given, or (ii) the breach of any covenant made by the Company in Section 4, Section 5 or Section 6 hereof, or (iii) the failure of the Company to comply with, perform or observe any other obligations under term, provision or condition contained in this Agreement, any Document to which the Company shall defendor Stratagene is a party, protector in any certificate delivered pursuant to this Agreement; and any reasonable expenses as incurred in connection with investigating, indemnify and hold harmless Purchaser and all of its officersdefending or asserting any claim, directorsaction, employees and agents (suit or proceeding incident to any matter indemnified against hereunder, including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectivelycourt filing fees, the "Indemnitees") from and against any and all ----------- actions, causes of action, suits, claims, losses, court costs, penaltiesreasonable arbitration fees or reasonable costs, witness fees, liabilities and damagesfees and disbursements of legal counsel, investigators, expert witnesses, accountants and expenses other professionals reasonably required in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought)collectively, and including reasonable attorneys' fees and disbursements (the "Indemnified LiabilitiesRelated Expenses"); provided, incurred by the Indemnitees or any of them as a ----------------------- result ofhowever, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct Losses or gross negligence or default or breach under this Agreement. To Related Expenses (a) to the extent attributable to a loss in the market value of the Notes or Conversion Shares or (b) resulting from action on the part of either of the Purchasers that the foregoing undertaking is finally determined in such proceeding to be wrongful and which is unrelated to any wrongful act by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawor its representatives.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's Whether or not the transactions ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementcontemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Administrative Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------ obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified ----------- Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for ----------- any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Section 15.2 shall survive payment of all other Obligations and termination of this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Appears in 1 contract
Samples: Credit Agreement (Xtra Corp /De/)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser each of the Agent-Related Persons, and all each Bank, and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of an Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (R&b Falcon Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent -Related Persons, and all each Bank and each of its respective officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Indemnified Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not have no obligation hereunder to any Indemnified Person with respect to (a) items of the types described in subsection 11.04(a) for which the Company is obligated to indemnify only Bank of America and its affiliates (including the Arranger) or (b) Indemnified Liabilities to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person, from the breach by such Indemnified Person of Section 11.09 or from disputes among the Banks. The agreements in this Section 11.05 shall survive payment of all other Obligations. 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 transmission systems in connection with this Agreement, nor shall any Indemnified Person have any liability for any indirect, consequential, special or punitive damages relating to an Indemnitee this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under 11.05 shall be payable within ten Business Days after demand therefor. The agreements in this Agreement. To Section shall survive the extent that resignation of the foregoing undertaking by the Company may be unenforceable for any reasonAdministrative Agent, the Company shall make replacement of any Bank, the maximum contribution to the payment and satisfaction of each termination of the Indemnified Liabilities which is permissible under applicable lawCommitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Briggs & Stratton Corp)
Company Indemnification. In consideration of Purchaser's Whether or not the transactions ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementcontemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------ obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in favor of any third-party in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation ------------------------ -------- hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided ; PROVIDED that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to termination of this Agreement and the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, the Loans or Letters of Credit or the use of the proceeds thereof or related to or arising out of any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify upon demand, protect, indemnify defend and hold harmless Purchaser each Lead Agent, its Related Parties and all each Lender and each of its respective Affiliates, officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit or the Commitments and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring (a) Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or 74 81 from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including reasonable Attorney Costs but excluding costs addressed by SECTION 11.04(A) and SECTION 7.10 other than as provided in the proviso thereto) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Genlyte Group Inc)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and termination of all Specified Swap Contracts and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this AgreementSection shall survive payment of all other Obligations. To The obligations in this Section shall survive payment of all other Obligations. At the extent that the foregoing undertaking by the Company may be unenforceable for election of any reasonIndemnified Person, the Company shall make defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the maximum contribution to the payment sole cost and satisfaction of each expense of the Indemnified Liabilities which is permissible Company. All amounts owing under applicable lawthis Section shall be paid within thirty (30) days after demand.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the (a) The Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by that the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating 104 Company shall have no obligation hereunder to any misrepresentation in or breach of any of Indemnified Person with respect to Indemnified Liabilities resulting from the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's Whether or not the transactions ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreementcontemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, ------------------- obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person as a result of any claim or threatened claim by a Person not party to this Agreement or by the Company (except for claims by the Company or against any Agent or a Bank that are successful on the merits as determined by a court of competent jurisdiction), in any case in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified ----------- Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for ----------- -------- any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To Section shall survive payment of all other Obligations; provided further that this Section 10.05 shall not be construed to expand the extent that the foregoing undertaking by obligations of the Company may be unenforceable to make payments to the Banks in the circumstances required under subsections 3.01, 3.02, 3.03, 3.04 or 3.05, it being understood and agreed that such subsections shall govern the rights and obligations of the Company and the Banks as to matters set forth therein, or to require the Company to compensate a Bank for any reason, the Company shall make the maximum contribution Indemnified Liability relating to the payment and satisfaction its cost of each of the Indemnified Liabilities which is permissible under applicable lawfunds for any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (McKesson Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser each Lead Agent, its Related Parties and all each Lender and each of its respective Affiliates, officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan “Indemnified Person”) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit or the Commitments and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender or assignment by any Lender of its Loans or Commitments) be imposed on, incurred by or asserted against any Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, the Arranger, and all each Lender and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Company entering into this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); PROVIDED, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons, and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach an "INDEMNIFIED PERSON"), without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Lender) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED that (a) the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), extent incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any reason of the representations gross negligence or willful misconduct of such Indemnified Person and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that (b) the Company shall not be liable to an Indemnitee under any Indemnified Person for any such loss, claim, damage, liability or expense to the extent caused by or relating to any legal proceedings commenced against any Indemnified Person by any security holder, depositor or creditor of such Indemnified Person or his or her employer arising out of and based upon rights afforded any such security holder, depositor or creditor solely in its capacity as such. The agreements in this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Administrative Agent - Related Persons, and all each Bank and each of its respective officers, directors, employees employees, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any Loan Document, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, ; provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section 11.05 shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Briggs & Stratton Corp)
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreementan Indemnified Person ) (collectively, the "Indemnitees") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is soughtforegoing, collectively, the Indemnified Liabilities ); provided, and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this AgreementSection shall survive payment of all other Obligations. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.11.06
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company's other obligations under this Agreement, the The Company shall defend, protect, indemnify and hold harmless Purchaser Provider and all each of its officers, directors, employees and agents Related Parties (including, without limitation, those retained in connection with the transactions contemplated by this Agreementas defined below) (collectivelyeach, the "Indemnitees"an “Indemnified Party”) from and against any and all ----------- actions, causes of action, suitslosses, claims, lossesactions, costsdamages and liabilities, penaltiesjoint or several, feesto which such Indemnified Party may become subject under any applicable statute, liabilities and damageslaw, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, made by any third party or otherwise, relating to or arising out of the Consulting Services or other matters referred to in or contemplated by this Agreement or the performance by such Indemnified Party of the Consulting Services or other matters referred to or contemplated by this Agreement, and the Company will reimburse any Indemnified Party for all costs and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought)including, and including without limitation, reasonable attorneys' fees and disbursements (expenses) as they are incurred in connection with the "Indemnified Liabilities")investigation of, incurred by the Indemnitees preparation for or defense of any pending or threatening claim, or any of them as action or proceeding arising therefrom, whether or not such Indemnified Party is a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the party thereto. The Company under this Agreement, provided that the Company shall will not be liable under the foregoing indemnification provision to an Indemnitee the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company, under this Section 9A for 6 shall be in addition to any liability if such liability is caused solely by such ---------- Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of Provider and any Related Party or controlling persons (if any), as the case may be, of Provider and any such affiliate and shall be unenforceable for any reason, the Company shall make the maximum contribution binding upon and inure to the payment benefit of any successors, assigns, heirs and satisfaction of each personal representatives of the Indemnified Liabilities which is permissible under applicable lawCompany, Provider, any such affiliate and any such Related Party or other person.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defendindemnify, protect, indemnify defend and hold harmless Purchaser the Agent-Related Persons, and all each Bank and each of its respective officers, directors, employees employees, counsel, agents and agents attomeys-in-fact (includingeach, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the an "IndemniteesIndemnified Person") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs for one firm of counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, liabilities and damagesresignation or replacement of the Agent or replacement of any Bank) be imposed on, and expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"); provided, incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default or breach under willful misconduct of such Indemnified Person. The agreements in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company Section shall make the maximum contribution to the survive payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other Obligations.
Appears in 1 contract
Company Indemnification. In consideration of Purchaser's ----------------------- execution and delivery of this Agreement and acquiring Whether or not the Securities hereunder and in addition to all of the Company's other obligations under this Agreementtransactions contemplated hereby are consummated, the Company shall defend, protect, indemnify and hold harmless Purchaser the Agent-Related Persons and all each Lender and each of its their respective officers, directors, employees employees, counsel, agents and agents attorneys-in-fact (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the each an "IndemniteesINDEMNIFIED PERSON") harmless from and against any and all ----------- liabilities, obligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, losses, costs, penaltiescharges, feesexpenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, liabilities the termination of the Letters of Credit and damagesthe termination, and expenses resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection therewith with any of the foregoing, including with respect to any investigation, litigation or proceeding (irrespective including any Insolvency Proceeding or appellate proceeding or any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Company or any of its Subsidiaries of any Hazardous Material) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any such Indemnitee Indemnified Person is a party to thereto (all the action for which indemnification hereunder is sought)foregoing, and including reasonable attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a ----------------------- result of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Company under this Agreement, provided ; PROVIDED that the Company shall not be liable have no obligation hereunder to an Indemnitee under this Section 9A for any liability if such liability is caused Indemnified Person with respect to Indemnified Liabilities resulting solely by such ---------- Indemnitee's fraud, willful misconduct or from the gross negligence or default willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. Each Agent-Related Person and each Lender agrees that if any investigation, litigation or breach under this Agreement. To the extent that the foregoing undertaking by proceeding is asserted or threatened in writing or instituted against it or any other Indemnified Person, or any remedial, removal or response action is requested of it or any other Indemnified Party, for which such Agent-Related Person or such Lender may desire indemnity or defense hereunder, such Agent-Related Person or such Lender shall notify the Company may be unenforceable for any reason, in writing of such event; PROVIDED that failure to so notify the Company shall make not affect the maximum contribution right of any Agent-Related Person or Lender to the payment and satisfaction of each of the Indemnified Liabilities which is permissible seek indemnification under applicable lawthis Section.
Appears in 1 contract
Samples: Credit Agreement (Rayovac Corp)
