Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerstaxes (other than taxes on income earned by an Indemnitee in connection herewith), representatives, documented costs or expenses (including reasonable and its present and future mortgagees documented attorneys’ fees) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the fraud, gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the gross negligence Parties received in accordance with this Agreement; provided, that as between the Parties, any indemnity provided to Escrow Agent pursuant to this Section 7 shall not affect or willful misconduct limit the rights that the Parties may have against each other with respect to responsibility for payment of Purchaser (such amounts. The Parties hereby grant Escrow Agent a right of set-off against the Fund for the payment of any claim for indemnification, fees, expenses and its contractorsamounts due to Escrow Agent or an Indemnitee. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractorsreplacement or removal of Escrow Agent or the termination of this Agreement. Solely as between the Parties, representativessuch Losses shall be borne by the Party determined by a court of competent jurisdiction to be responsible for causing such Losses or, agentsif no such determination is made, employees, and its present and future mortgagees)then each Party shall pay 50% of such Losses.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any PurchaserAgent's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or assignment of any of the Obligations.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Ai) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise bad faith of such Indemnitee; and (ii) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. Community Choice Aggregator agrees to indemnify, defend, hold harmless, pay and/or reimburse SCE and its affiliates and their respective successors, assigns, directors, agents and/or employees (collectively, the “SCE Indemnitees”) from and against any and Losses arising out of or in connection with (i) SCE’s satisfaction of its obligation to any Indemnitee under Section 9(a) of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Purchaser such SCE Indemnitee, and/or (ii) Escrow Agent validly exercising its rights under Section 9(c) of this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or this Section 9. The obligations set forth in this Section 9 shall terminate in accordance with or as determined by the State of California Statute of Limitations.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any PurchaserAgent's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or assignment of any of the Obligations.

Indemnification and Reimbursement. a. For Neither Agent shall be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to such Agent's satisfaction by the Banks against loss, cost, liability and in consideration expense. If any indemnity furnished to either of ten dollars ($10.00) specifically paid by Purchaser the Agents shall become impaired, such Agent may call for additional indemnity and cease to Seller on do the Effective Dateacts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify each of the Agents (to the extent not reimbursed by Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against either of the Agents in any way relating to or arising out of this Credit Agreement or any action taken or omitted by such Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited to---------- -------- Bank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorneycosts, expenses or disbursements resulting from such Agent's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 8.05, TO ------------ INDEMNIFY THE AGENTS RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM SUCH AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser the foregoing, each Bank agrees to reimburse each of the Agents promptly upon demand for such Agent's ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)the other Loan Documents to the extent that such Agent is not reimbursed for such expenses by Borrower. The provisions of this Section ------- 8.05 shall survive the termination of Credit Agreement and/or the payment or ---- assignment of any of the Obligations.

Indemnification and Reimbursement. a. For The Agent shall not be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit ---------- Agreement); provided, that no way limited toBank shall be liable for any portion -------- of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectivelyAgent's gross negligence or willful misconduct. Each Bank agrees, ("Damages"); however, that it expressly intends, under this Section 8.05, to indemnify the Agent ratably as ------------ aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws preparation, execution, administration, or enforcement of, or legal advice in the performance respect of any Work on the Sewer Improvements; (C) the Impact Fees rights or responsibilities under, this Credit Agreement and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by Borrower. The provisions of this Section 8.05 shall survive the termination ------------ of Credit Agreement and/or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations.