Common use of Indemnification Against Third-Party Claims Clause in Contracts

Indemnification Against Third-Party Claims. The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and each of the directors, officers, employees, agents, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III (Conditions Precedent to the Effectiveness of this Agreement and to Loans) (each such Person being an "Indemnitee") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees and disbursements of counsel to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of the Existing Subordinated Credit Agreement, this Agreement, any other Loan Document, any Obligation, any Related Document, or any act, event or transaction related or attendant to any thereof, or the financing or refinancing by the Lender of Borrowings hereunder, the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby, but not otherwise ----------------- (collectively, the "Indemnified Matters"); provided, however, that the Borrower shall not have any obligation under this Section 10.3(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from (i) the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (ii) such Indemnitee being an Affiliate of the Borrower. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. ss. ss. 9601 et seq. and applicable state property transfer laws, whether, with respect to any such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (A) incurred following foreclosure by the Lender, the Lender having become the successor in interest to the Borrower or any of its Subsidiaries and (B) attributable solely to acts of the Lender, or any agent on behalf of the Lender.

Indemnification Against Third-Party Claims. The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and its each Issuer and their respective Affiliates, and each of the directors, officers, employees, agents, representativesAdministrative Agents, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III (Conditions Precedent to the Effectiveness of this Agreement and to LoansLoans and Letters of Credit)) (each such Person of the foregoing being an "Indemnitee") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees and disbursements of counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingLegal Proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, indirect or consequential and whether based on any federal, state Requirement of Law or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort a Contractual Obligation or otherwise, in any manner relating to or arising out of the Existing Subordinated Credit Agreement, this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the financing or refinancing by the Lender of Borrowings hereunder, the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby, but not otherwise ----------------- hereby (collectively, the "Indemnified Matters"); provided, however, that the Borrower shall not have any obligation under this Section 10.3(b11.3(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from (i) the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (ii) such Indemnitee being an Affiliate of the Borrowerorder. Without limiting the foregoing, Indemnified Matters include include, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, Document or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. ss. ss. 9601 et seq. CERCLA and applicable state property transfer laws, whether, with respect to any such mattersof the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters any of the foregoing referred to in clauses (i), (ii), (iii) and (iv) above), to the extent incurred following (A) incurred following foreclosure by the Administrative Agent, any Lender, any Issuer or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (B) attributable solely to acts of the LenderAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent or such Lender.

Indemnification Against Third-Party Claims. The Borrower agrees to indemnify and hold harmless the Lender and its Affiliates, and each of the directors, officers, employees, agents, representativesLenders, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III (Conditions Precedent to the Effectiveness of this Agreement and to Loans) (each such Person of the foregoing being an "Indemnitee") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees and disbursements of counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingLegal Proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, indirect or consequential and whether based on any federal, state Requirement of Law or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort a Contractual Obligation or otherwise, in any manner relating to or arising out of the Existing Subordinated Credit Agreement, this Agreement, any other Loan Document, any Obligation, any Related Document, or any act, event or transaction related or attendant to any thereof, or the financing or refinancing re-financing by the Lender of Borrowings hereunder, the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby, but --- not otherwise ----------------- (collectively, the "Indemnified Matters"); provided, however, that ------------- the Borrower shall not have any obligation under this Section 10.3(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from (i) the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (ii) such Indemnitee being an Affiliate of the Borrower. Without limiting the foregoing, Indemnified Matters include include, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, Document or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. ss. ss. 9601 et seq. CERCLA and applicable state property transfer laws, whether, with respect to any such mattersof the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters any of the foregoing referred to in clauses (i), (ii), (iii) and (iv) above), to the extent incurred following (A) incurred following foreclosure by the Lender, the Lender having become the successor in interest to the Borrower or any of its Subsidiaries and (B) attributable solely to acts of the Lender, or any agent on behalf of the Lender.

Indemnification Against Third-Party Claims. The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each other Agent, the Co-Arranger, each Lender and its each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III (Conditions Precedent to the Effectiveness of this Agreement and to LoansLoans and Letters of Credit)) (each such Person being an "Indemnitee") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees and disbursements of counsel to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, National Steel Corporation Credit Agreement whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of the Existing Subordinated Pre-petition Credit Agreement, this Agreement, any other Loan Document, any Obligation, any Related DocumentLetter of Credit, or any act, event or transaction related or attendant to any thereof, or the financing or refinancing by the Lender of Borrowings hereunder, the use or intended use of the proceeds of the Revolving Loans, Swing Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby, but not otherwise ----------------- hereby (collectively, the "Indemnified Matters"); provided, however, that the Borrower shall not have any obligation under this Section 10.3(b) 13.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from (i) the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (ii) such Indemnitee being an Affiliate of the Borrowerorder. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the any Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. ss. ssxx.xx. 9601 et seq. and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (A) incurred following foreclosure by the LenderAdministrative Agent, any other Agent, any Lender or any Issuer, or the Administrative Agent, any other Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (B) attributable solely to acts of the LenderAdministrative Agent, such other Agent, such Lender or such Issuer or any agent on behalf of the LenderAdministrative Agent, such other Agent, such Lender or such Issuer.

Indemnification Against Third-Party Claims. The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Agent, the Co-Arranger, each Lender and its each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III (Conditions Precedent to the Effectiveness of this Agreement and to LoansLoans and Letters of Credit)) (each such Person being an "Indemnitee") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees and disbursements of counsel to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of the Existing Subordinated Credit Agreement, this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the financing or refinancing by the Lender of Borrowings hereunder, the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby, but not otherwise ----------------- hereby (collectively, the "Indemnified Matters"); provided, however, that the Borrower shall not have any obligation under this Section 10.3(b) 11.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from (i) the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (ii) such Indemnitee being an Affiliate of the Borrowerorder. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the any Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. ss. ssxx.xx. 9601 et seq. and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (A) incurred following foreclosure by the LenderAdministrative Agent, any other Agent, any Lender or any Issuer, or the Administrative Agent, any other Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its Subsidiaries and (B) attributable solely to acts of the LenderAdministrative Agent, such other Agent, such Lender or such Issuer or any agent on behalf of the LenderAdministrative Agent, such other Agent, such Lender or such Issuer.