Common use of Indemnification and Survival Clause in Contracts

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 7 contracts

Samples: Continuing Guaranty (Higher One Holdings, Inc.), Continuing Guaranty (Higher One Holdings, Inc.), Continuing Guaranty (Higher One Holdings, Inc.)

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Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Administrative Agent and the Lenders or any Lender under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders any Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent and the Lenders or such Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 5 contracts

Samples: Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of Administrative Agent (for the Agent and the Lenders benefit of Secured Parties) under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Secured Parties from and against, and shall pay on demand, any and all damages, losses, liabilities and related documented expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Secured Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 4 contracts

Samples: Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/), Term Loan Agreement (Pultegroup Inc/Mi/)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Administrative Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Secured Parties from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Secured Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 4 contracts

Samples: Credit Agreement (American Renal Associates Holdings, Inc.), First Lien Credit Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (American Renal Associates LLC)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Guaranteed Parties under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Guaranteed Parties from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Guaranteed Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 3 contracts

Samples: Unlimited Guaranty (Harte Hanks Inc), Unlimited Guaranty (Harte Hanks Inc), Unlimited Guaranty (Harte Hanks Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 3 contracts

Samples: Continuing Guaranty (Panbela Therapeutics, Inc.), Continuing Guaranty (Abiomed Inc), Continuing Guaranty (International Rectifier Corp /De/)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Agent and the Lenders or any Lender under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders or any Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the any Borrower enforceable against the Borrower Borrowers in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 3 contracts

Samples: Continuing Guaranty (Conns Inc), Continuing Guaranty (Conns Inc), Continuing Guaranty (Conns Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Agent and the Lenders Lender under this Guaranty, the each Guarantor shallshall jointly and severally, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Administrative Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Secured Parties from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Secured Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the each Borrower enforceable against the each Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (Vonage Holdings Corp), Credit Agreement (Vonage Holdings Corp)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders or any Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders or any Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the any Borrower enforceable against the such Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Continuing Guaranty (Americas Carmart Inc), Continuing Guaranty (Americas Carmart Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Guaranty (Peoples Liberation Inc), Guaranty (Peoples Liberation Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders any Holder of Obligations under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders any Holder of Obligations from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders such Holder of Obligations in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 2 contracts

Samples: Continuing Guaranty (Broadwind Energy, Inc.), Continuing Guaranty (Broadwind Energy, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Agent and the Lenders or any Lender under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders or any Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower Borrowers enforceable against the Borrower Borrowers in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Continuing Guaranty (Americas Carmart Inc)

Indemnification and Survival. Without limitation on any other obligations of the any Guarantor or remedies of the Agent and the Lenders Lender under this Guaranty, the each Guarantor shall, severally and jointly, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Microsemi Corp)

Indemnification and Survival. Without limitation on any other obligations of the each Guarantor or remedies of the Agent and the Lenders any Lender under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders such Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the such Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (FX Alliance Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and reasonable expenses (including reasonable attorneys' fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower Borrowers enforceable against the Borrower Borrowers in accordance with their respective terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Loan and Security Agreement (Qad Inc)

Indemnification and Survival. Without limitation on any other obligations of the each Guarantor or remedies of the Agent and the Lenders under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Guaranty (TAL International Group, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Lender under this GuarantyGuaranty Agreement, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of Lender’s internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyGuaranty Agreement.

Appears in 1 contract

Samples: Guaranty Agreement (Innovative Food Holdings Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Agent and the Lenders Guaranteed Parties under this Guaranty, the Guarantor Guarantors shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Guaranteed Parties from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counselexpenses) that may be suffered or incurred by the Agent and the Lenders Guaranteed Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Smucker J M Co)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this GuarantyGuaranty Agreement, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of Agent’s internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyGuaranty Agreement.

Appears in 1 contract

Samples: Guaranty Agreement (Encore Capital Group Inc)

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Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Administrative Agent and the Lenders or any other Guaranty Beneficiary under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders each other Guaranty Beneficiary from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counselexpenses) that may be suffered or incurred by the Administrative Agent and the Lenders or any other Guaranty Beneficiary in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph Section 16 shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (CBOE Holdings, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower Borrowers enforceable against the Borrower Borrowers in accordance with their respective terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Sunrise Senior Living Inc)

Indemnification and Survival. Without limitation on of any other obligations of the Guarantor or remedies of the Agent and the Lenders Bank under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Bank from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counselexpenses) that may be suffered or incurred by the Agent and the Lenders Bank in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower any Obligor enforceable against the Borrower such Obligor in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Loan Agreement (Ipg Photonics Corp)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and Agents or the Lenders under this GuarantyGuarantee, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent Agents and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent Lenders and the Lenders Agents in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyGuarantee.

Appears in 1 contract

Samples: Credit Agreement (Boston Scientific Corp)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Holders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Holders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Holders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower Company enforceable against the Borrower Company in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Foods Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Secured Parties under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Secured Parties from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys' fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Secured Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Continuing Guaranty (Lakes Entertainment Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent and the Lenders or any Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower Borrowers enforceable against the Borrower Borrowers in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Harris Stratex Networks, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Administrative Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Texas Roadhouse, Inc.)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Administrative Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable documented attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent and the Lenders or any Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the any Borrower enforceable against the such Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (American Eagle Outfitters Inc)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Agent and the Lenders Lender under this GuarantyGuaranty Agreement, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counselexpenses) that may be suffered or incurred by the Agent and the Lenders Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower such Guarantor enforceable against the Borrower such Guarantor in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyGuaranty Agreement.

Appears in 1 contract

Samples: Guaranty Agreement

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders Bank under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders Bank from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders Bank in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower Obligor enforceable against the Borrower Obligor in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Continuing Guaranty (CALGON CARBON Corp)

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Administrative Agent and the Lenders or any Lender under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders each Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent and the Lenders or any Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Standex International Corp/De/)

Indemnification and Survival. Without limitation on any other obligations of the any Guarantor or remedies of the Administrative Agent and the Lenders or any other Beneficiary under this Guaranty, the each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the Lenders each other Beneficiary from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent and the Lenders or such other Beneficiary in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Global Geophysical Services Inc)

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