Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms.
(b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents.
Indemnification by Guarantors. Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, the Arrangers, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, except to the extent such claim, damage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or agent.
Indemnification by Guarantors. Purchasers, and Companies
A. Except as expressly provided in Article 4.B and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or each of them, jointly and severally, agree to indemnify and hold harmless Seller, its Affiliates and their respective directors, officers and employees from and against any and all Taxes, tax credits utilized, interest, penalties, costs of enforcement and reasonable attorneys fees incurred in defending any claim for Taxes, interest, penalties, or additional income or the enforcement of this indemnification, if any, arising out of or based upon or with respect to any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Company, or any of them, to comply with each and every obligation and covenant of this Tax Agreement.
B. Notwithstanding the foregoing Article 4.A, no Guarantor, Purchaser, or Company, shall be required to indemnify Seller, its Affiliates or their respective directors, officers, and employees:
(1) if, in the case of (i) a voluntary sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment in the ordinary course of business), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof;
(2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of
Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms.
Indemnification by Guarantors. The Guarantors other than Lori each severally agree to indemnify and hold harmless Sellxx xnd, prior to the Closing, the Company, from and against all Damages asserted against or incurred by Seller or the Company, as the case may be, as a result of any breach of any representation, covenant or agreement by any such Guarantor contained herein.
Indemnification by Guarantors. Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Lenders under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, each Lender and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented fees and expenses of one counsel for all parties) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms.
Indemnification by Guarantors xviii) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Lender Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, the Arrangers, the Syndication Agent, each other Lender Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms.
Indemnification by Guarantors. 68 SECTION 7.07. Subordination.............................................................68 SECTION 7.08.
Indemnification by Guarantors. Without limitation of any other obligations of Guarantors or remedies of the Noteholders under this Guaranty, the Guarantors shall indemnify, defend and save and hold harmless the Noteholders from and against, and shall pay on demand, any and all losses, liabilities, damages, and reasonable costs and expenses (including the reasonable fees and disbursements of the Noteholders' legal counsel) suffered or incurred by any Noteholder as a result of any failure of any of the Guaranteed Obligations to be the legal, valid and binding obligations of the Co-Issuers, enforceable against the Co-Issuers in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally.
Indemnification by Guarantors. 83 SECTION 7.07. Subordination .................................................................................................................... 83 SECTION 7.08. Continuing Guaranty ........................................................................................................ 84 SECTION 7.09. Keepwell ........................................................................................................................... 84 ARTICLE VIII THE ADMINISTRATIVE AGENT SECTION 8.01. Appointment and Authority .............................................................................................. 84 SECTION 8.02. Rights as a Lender ............................................................................................................ 84 SECTION 8.03.
