Common use of Indemnification by Administrative Agent Clause in Contracts

Indemnification by Administrative Agent. The Administrative Agent agrees to indemnify and hold harmless an Indemnified Party against all Losses, as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Administrative Agent in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that the Administrative Agent shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Administrative Agent shall not be liable for any settlement of any proceeding effected without its written consent.