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 Lender or any other Secured Party under this Guaranty, the Guarantor shall to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Secured Party from and against, and shall pay within ten (10) Business Days of request, any and all damages, losses, liabilities and reasonable and documented, out of pocket third party fees, costs and expenses (including attorneys’ fees and expenses) that may be suffered or incurred by any Secured Party in connection with or as a result of any failure of the Guarantor’s obligations under this Guaranty to be the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with its terms; provided that the scope of the indemnity set forth in this Section 16 shall be limited to any and all claims that the Administrative Agent and Secured Parties could have asserted or demanded against the Guarantor in respect of the Guaranteed Obligations had the Guaranty been enforceable, plus any fees, costs and expenses associated with the enforcement and collection of this indemnity; provided further that the parties hereto agree that the Administrative Agent and Lenders are not waiving, and this limitation shall not be deemed or construed to be a waiver of, any rights, remedies or claims that the Administrative Agent or the Secured Parties could have asserted against the Guarantor under the Guaranty had the Guaranty been enforceable in accordance with its terms]. The obligations of the Guarantor under this paragraph shall survive termination of this Guaranty in accordance with the Payoff Letter.

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Lender or any other Secured Party under this Guaranty, the Guarantor Guarantors, jointly and severally, shall to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Secured Party from and against, and shall pay within ten (10) Business Days of request, any and all damages, losses, liabilities and reasonable and documented, out of pocket third party fees, costs and expenses (including attorneys’ fees and expenses) that may be suffered or incurred by any Secured Party in connection with or as a result of any failure of the Guarantor’s any Guarantors obligations under this Guaranty to be the legal, valid and binding obligations of the such Guarantor enforceable against the such Guarantor in accordance with its terms; provided that the scope of the indemnity set forth in this Section 16 shall be limited to any and all claims that the Administrative Agent and Secured Parties could have asserted or demanded against one or more of the Guarantor Guarantors in respect of the Guaranteed Obligations had the Guaranty been enforceable, plus any fees, fees costs and expenses associated with the enforcement and collection of this indemnity; provided further that the parties hereto agree that the Administrative Agent and Lenders are not waiving, and this limitation shall not be deemed or construed to be a waiver of, any rights, remedies or claims that the Administrative Agent or the Secured Parties could have asserted against the Guarantor Guarantors under the Guaranty had the Guaranty been enforceable in accordance with its terms]. The obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty in accordance with the Payoff LetterGuaranty.

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Lender or any other Secured Party under this Guaranty, the Guarantor shall to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Secured Party from and against, and shall pay within ten (10) Business Days of request, any and all damages, losses, liabilities and reasonable and documented, out of pocket third party fees, costs and expenses (including attorneys’ fees and expenses) that may be suffered or incurred by any Secured Party in connection with or as a result of any failure of the Guarantor’s obligations under this Guaranty to be the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with its terms; provided that the scope of the indemnity set forth in this Section 16 shall be limited to any and all claims that the Administrative Agent and Secured Parties could have asserted or demanded against the Guarantor in respect of the Guaranteed Obligations had the Guaranty been enforceable, plus any fees, costs and expenses associated with the enforcement and collection of this indemnity; provided further that the parties hereto agree that the Administrative Agent and Lenders are not waiving, and this limitation shall not be deemed or construed to be a waiver of, any rights, remedies or claims that the Administrative Agent or the Secured Parties could have asserted against the Guarantor under the Guaranty had the Guaranty been enforceable in accordance with its terms]. The obligations of the Guarantor under this paragraph shall survive termination of this Guaranty in accordance with the Payoff Letter.

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Lender or any other Secured Party under this Guaranty, the Guarantor Guarantors, jointly and severally, shall to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Secured Party from and against, and shall pay within ten (10) Business Days of request, any and all damages, losses, liabilities and reasonable and documented, out of pocket third party fees, costs and expenses (including attorneys’ fees and expenses) that may be suffered or incurred by any Secured Party in connection with or as a result of any failure of the Guarantor’s any Guarantors obligations under this Guaranty to be the legal, valid and binding obligations of the such Guarantor enforceable against the such Guarantor in accordance with its terms; ny-1353683 provided that the scope of the indemnity set forth in this Section 16 shall be limited to any and all claims that the Administrative Agent and Secured Parties could have asserted or demanded against one or more of the Guarantor Guarantors in respect of the Guaranteed Obligations had the this Guaranty been enforceable, plus any feesreasonable and documented, out of pocket third party fees costs and expenses (including attorneys’ fees and expenses) associated with the enforcement and collection of this indemnity; provided provided, further that the parties hereto agree that the Administrative Agent Agent, Issuing Banks and the Lenders are not waiving, and this limitation shall not be deemed or construed to be a waiver of, any rights, remedies or claims that the Administrative Agent or the other Secured Parties could have asserted against the Guarantor Guarantors under the this Guaranty had the this Guaranty been enforceable in accordance with its terms]. The obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty in accordance with the Payoff LetterGuaranty.

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Lender or any other Secured Party under this Guaranty, the Guarantor Guarantors, jointly and severally, shall to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Secured Party from and against, and shall pay within ten (10) Business Days of request, any and all damages, losses, liabilities and reasonable and documented, out of pocket third party fees, costs and expenses (including attorneys’ fees and expenses) that may be suffered or incurred by any Secured Party in connection with or as a result of any failure of the Guarantor’s any Guarantors obligations under this Guaranty to be the legal, valid and binding obligations of the such Guarantor enforceable against the such Guarantor in accordance with its terms; provided that the scope of the indemnity set forth in this Section 16 shall be limited to any and all claims that the Administrative Agent and Secured Parties could have asserted or demanded against one or more of the Guarantor Guarantors in respect of the Guaranteed Obligations had the this Guaranty been enforceable, plus any feesreasonable and documented, out of pocket third party fees costs and expenses (including attorneys’ fees and expenses) associated with the enforcement and collection of this indemnity; provided provided, further that the parties hereto agree that the Administrative Agent Agent, Issuing Banks and the Lenders are not waiving, and this limitation shall not be deemed or construed to be a waiver of, any rights, remedies or claims that the Administrative Agent or the other Secured Parties could have asserted against the Guarantor Guarantors under the this Guaranty had the this Guaranty been enforceable in accordance with its terms]. The obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty in accordance with the Payoff LetterGuaranty.

Indemnification and Survival. Without limitation on any other obligations of the Guarantor Guarantors or remedies of the Lender or any other Secured Party Parties under this Guaranty, the each Guarantor shall shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each the Secured Party Parties from and against, and shall pay within ten (10) Business Days of request, any and all damages, losses, liabilities and reasonable and documented, out documented expenses in accordance with Section 10.04 of pocket third party fees, costs and expenses (including attorneys’ fees and expenses) the Credit Agreement that may be suffered or incurred by any the Secured Party Parties in connection with or as a result of any failure of the Guarantor’s obligations under this Guaranty any Guaranteed Obligations to be the legal, valid and binding obligations of the any Guarantor enforceable against the such Guarantor in accordance with its their terms; provided provided, that the scope of the such indemnity set forth in this Section 16 shall be limited not, as to any Secured Party, be available to the extent that such damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and all claims that nonappealable judgment to have resulted from the Administrative Agent gross negligence or willful misconduct of such Secured Party, (y) result from a claim brought by the Borrower or any other Loan Party against a Secured Party for breach in bad faith of such Secured Party’s obligations under any Loan Document, if the Borrower or such Loan Party has obtained a final and Secured Parties could have asserted nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or demanded against the Guarantor in respect of the Guaranteed Obligations had the Guaranty been enforceable, plus (z) any fees, costs and expenses associated with the enforcement and collection of this indemnity; provided further that the parties hereto agree that the Administrative Agent and Lenders are not waiving, and this limitation shall not be deemed or construed to be a waiver of, any rights, remedies or claims that the Administrative Agent or dispute solely among the Secured Parties could have asserted (other than any claims (i) against the Guarantor a Secured Party in its capacity as or in fulfilling its role as an agent under the Guaranty had the Guaranty been enforceable in accordance with its terms]Loan Documents or (ii) arising out of any act or omission of any Guarantor or any Affiliate of such Guarantor). The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty in accordance with the Payoff LetterGuaranty.