Common use of Indemnification by Guarantors Clause in Contracts

Indemnification by Guarantors. (a) 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, the Arrangers, the Bookrunners, each Lender 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 no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates 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 Facility, the actual or proposed use of the proceeds of the Advances, the Loan Documents or any of the transactions contemplated by the Loan Documents. SECTION 7.07.

Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Lenders Guarantied 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 BookrunnersDocumentation Agents, each Lender other Guarantied 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 (b) Each Guarantor hereby also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwisex) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable 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, (y) a material breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Guarantor, the Guarantors Borrower or any of their respective Affiliates or any of their respective officers, directors, employees, agents Subsidiaries and advisors, and each Guarantor hereby agrees not to assert any claim against any that is brought by an Indemnified Party on against another Indemnified Party (other than against a Joint Lead Arranger, a Joint Book Runner, a Syndication Agent, a Documentation Agent or the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the Indemnified Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any theory necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of liabilitya conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facility, the actual or proposed use of the proceeds of the Advances, the Loan Documents or any of the transactions contemplated by the Loan Documents. SECTION 7.07all similarly conflicted Indemnified Parties).

Indemnification by Guarantors. (a) Without limitation Each Guarantor hereby agrees, 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 shalla joint and several basis, to the fullest extent permitted by law, indemnify, defend and save exonerate and hold harmless the Administrative Agent, the Arrangers, the Bookrunners, each Lender and each of their Affiliates and their respective the officers, directors, employees, Affiliates and agents and advisors of Lender (each, an each a “Indemnified Lender Party”) free and harmless from and against, and shall pay on demand, against any and all actions, causes of action, suits, losses, liabilities, damages and expenses (including the fees, charges and disbursements of any counsel for any Lender Party) (collectively, the “Indemnified Liabilities”), incurred by any Lender Party or asserted against any Lender Party by any Person (including Borrower) as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Material at any property owned or leased by any Guarantor, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Guarantor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Guarantor or its respective predecessors are alleged to have directly or indirectly disposed of Hazardous Material or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party; provided that the Indemnified Liabilities will not, as to any Lender Party, be available to the extent that the losses, claims, damages, losses, liabilities and or related expenses (includingA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Lender Party or (B) result from a claim brought by any Guarantor against any Lender Party for breach in bad faith of a Lender Party’s obligations hereunder or under any other Loan Document, without limitation, reasonable fees if Guarantor has obtained a final and expenses nonappealable judgment in its favor on the claim as determined by a court of counsel) competent jurisdiction. If and to the extent that the foregoing undertaking may be incurred by or asserted or awarded against unenforceable for any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legalreason, 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 no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates 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 make the maximum contribution to the Facility, the actual or proposed use payment and satisfaction of each of the proceeds Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section 8.3 will survive repayment of the AdvancesLoans, cancellation of the Note, any foreclosure under, or any modification, release or discharge of, any or all of the Loan Documents or any and termination of the transactions contemplated by the Loan Documents. SECTION 7.07this Agreement.

Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Lenders Guarantied 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 BookrunnersDocumentation Agents, each Lender other Guarantied 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 (b) Each Guarantor hereby also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwisex) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable 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, (y) a material breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Guarantor, the Guarantors Borrower or any of their respective Affiliates or any of their respective officers, directors, employees, agents Subsidiaries and advisors, and each Guarantor hereby agrees not to assert any claim against any that is brought by an Indemnified Party on any theory of liabilityagainst another Indemnified Party (other than against an Arranger, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilitya Bookrunner, the actual Syndication Agent, a Documentation Agent or proposed use the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the proceeds Indemnified Parties, absent a conflict of interest (or in the Advancescase of a conflict of interest, one additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the Loan Documents or any case of the transactions contemplated by the Loan Documents. SECTION 7.07a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted Indemnified Parties).