Common use of Indemnification and Survival Clause in Contracts

Indemnification and Survival. Without limitation on any other obligations of Guarantor or remedies of Agent or Purchaser (each such Person being called an “Indemnitee”) under this Guaranty, Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless Agent and Purchaser from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) that may be suffered or incurred by Agent or Purchaser in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms; provided that such indemnity shall not be available, as to any Indemnitee, to the extent that such damages, losses, liabilities and expenses resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on of any other obligations of the Guarantor or remedies of the Buyers, Collateral Agent or Purchaser (each such Person being called an “Indemnitee”) Trustee, under this Guaranty, except to the extent resulting from such indemnified party’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Buyers, Collateral Agent and Purchaser or Trustee from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable out-of pocket attorneys’ feesfees and expenses) that may be suffered or incurred by the Buyers, Collateral Agent or Purchaser Trustee in connection with or as a result of any failure of any Guaranteed Obligations to be paid to the Buyers, Collateral Agent and/or Trustee, as the case may be, the Borrower (including without limitation, based on any failure of any Guarantor Obligations to be the legal, valid and binding obligations of Seller enforceable against Seller the Borrower) in accordance with their terms; provided that such indemnity shall not be available, as to any Indemnitee, to the extent that such damages, losses, liabilities and expenses resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyGuarantee.

Indemnification and Survival. Without limitation on any other obligations of Guarantor or remedies of the Agent or the Purchaser (each such Person being called an “Indemnitee”) under this Guaranty, Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Purchaser from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) that may be suffered or incurred by the Agent or the Purchaser in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of Seller the Sellers enforceable against Seller the Sellers in accordance with their terms; provided that such indemnity shall not be available, as to any Indemnitee, to the extent that such damages, losses, liabilities and expenses resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of Guarantor or remedies of the Agent or Purchaser (each such Person being called an “Indemnitee”) under this Guaranty, Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and Purchaser from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) that may be suffered or incurred by the Agent or Purchaser in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of Seller the Sellers enforceable against Seller the Sellers in accordance with their terms; provided that such indemnity shall not be available, as to any Indemnitee, to the extent that such damages, losses, liabilities and expenses resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of Agent or Purchaser (each such Person being called an “Indemnitee”) the Benefited Parties under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save indemnify and hold harmless Agent each Benefited Party and Purchaser their respective Affiliates, directors, officers, employees, counsel, agents and attorneys‑in‑fact (collectively the "Indemnitees") from and against, and shall pay on demand, against any and all damagesliabilities, obligations, losses, liabilities damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including the reasonable fees and expenses (including reasonable attorneys’ feesof legal counsel) that of any kind or nature whatsoever which may at any time be suffered or imposed on, incurred by Agent or Purchaser asserted against any such Indemnitee in any way relating to or arising out of or in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of Seller the Subsidiary Borrower enforceable against Seller the Subsidiary Borrower in accordance with their terms; provided that such indemnity shall not be available, as to any Indemnitee, to the extent that such damages, losses, liabilities and expenses resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Indemnification and Survival. Without limitation on any other obligations of Guarantor or remedies of the Agent or the Purchaser (each such Person being called an “Indemnitee”) under this Guaranty, Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Purchaser from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) that may be suffered or incurred by the Agent or the Purchaser in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms; provided that such indemnity shall not be available, as to any Indemnitee, to the extent that such damages, losses, liabilities and expenses resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.