Common use of Indemnification by Holdings and the Borrower Clause in Contracts

Indemnification by Holdings and the Borrower. Holdings and the Borrower shall indemnify the Agents (and any sub-agent thereof), the Arrangers, the Syndication Agent, the Co-Documentation Agents, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by Holdings and the Borrower. Each of Holdings and the Borrower shall indemnify the Agents Administrative Agent, the Paying Agent, the Collateral Agent (and any sub-agent thereofof either of the foregoing), the Arrangerseach Lender, the Syndication each Joint Collateral Agent, the Co-Documentation Agents, each Lender and the L/C Issuer, Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Holdings, the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent, the Paying Agent and the Collateral Agent (and any sub-agent thereofof the foregoing) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials of Environmental Concern on or from any property currently or formerly owned or operated by the Borrower Holdings or any of its Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to the Borrower Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Indemnification by Holdings and the Borrower. Holdings and the Borrower shall indemnify the Agents Agent (and any sub-agent thereof), the ArrangersCo-Syndication Agents, the Syndication Documentation Agent, the Co-Documentation Agents, each Lender Arranger and the L/C Issuereach Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claimsclaims (including shareholder actions), damages, liabilities and reasonable and documented related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any one primary counsel for any Indemniteesuch Persons, one additional counsel to each group of similarly situated Persons as required due to actual or reasonably perceived conflicts of interest and local counsel for such Persons in each material jurisdiction, as necessary), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by Person (including the Borrower or any other Loan Party Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the Transactions, (iii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iiiiv) any actual or alleged liability for the presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by a member of the Borrower or any of its SubsidiariesConsolidated Group, or any other violation of, obligation or liability under any Environmental Claim Law by or Environmental Liability related in of any way to member of the Borrower or any of its SubsidiariesConsolidated Group, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party Holdings or any of the Borrower’s Subsidiaries (including Leidos and its subsidiaries) or such Loan Party’s directorsany Affiliate, shareholders securityholder or creditorscreditor of the foregoing or an Indemnitee, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or a Related Party of such Indemnitee), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a proceeding that is not the result of an act or omission by Holdings, the Subsidiaries (including Leidos and its subsidiaries) or any of their Affiliates and that is brought by an Indemnitee against any other 122 [[NYCORP:3664832v12::08/15/2017--08:07 PM]] Indemnitee (other than claims against any Arranger, Agent, Co-Syndication Agent, Documentation Agent or any other agent in its capacity or in fulfilling its role as an Arranger or agent hereunder or any similar role with respect to the Leidos Facilities). This Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Holdings and the Borrower. Holdings and the Borrower shall indemnify the Agents Agent (and any sub-agent thereof), the ArrangersCo-Syndication Agents, the Syndication Documentation Agent, the Co-Documentation Agents, each Lender Arranger and the L/C Issuereach Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claimsclaims (including shareholder actions), damages, liabilities and reasonable and documented related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any one primary counsel for any Indemniteesuch Persons, one additional counsel to each group of similarly situated Persons as required due to actual or reasonably perceived conflicts of interest and local counsel for such Persons in each material jurisdiction, as necessary), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by Person (including the Borrower or any other Loan Party Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their 117 [[3596554]] respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the Transactions, (iii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iiiiv) any actual or alleged liability for the presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by a member of the Borrower or any of its SubsidiariesConsolidated Group, or any other violation of, obligation or liability under any Environmental Claim Law by or Environmental Liability related in of any way to member of the Borrower or any of its SubsidiariesConsolidated Group, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party Holdings or any of the Borrower’s Subsidiaries (including Leidos and its subsidiaries) or such Loan Party’s directorsany Affiliate, shareholders securityholder or creditorscreditor of the foregoing or an Indemnitee, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or a Related Party of such Indemnitee), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a proceeding that is not the result of an act or omission by Holdings, the Subsidiaries (including Leidos and its subsidiaries) or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any Arranger, Agent, Co-Syndication Agent, Documentation Agent or any other agent in its capacity or in fulfilling its role as an Arranger or agent hereunder or any similar role with respect to the Leidos Facilities). This Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Holdings and the Borrower. Holdings and the Borrower shall indemnify the Agents Agent (and any sub-agent thereof), the ArrangersCo-Syndication Agents, the Syndication Documentation Agent, the Co-Documentation Agentseach Arranger, each Lender and the L/C Issuereach Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claimsclaims (including shareholder actions), damages, liabilities and reasonable and documented related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any one primary counsel for any Indemniteesuch Persons, one additional counsel to each group of similarly situated Persons as required due to actual or reasonably perceived conflicts of interest and local counsel for such Persons in each material jurisdiction, as necessary), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by Person (including the Borrower or any other Loan Party Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in (ii) the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsTransactions, (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiiv) any actual or alleged liability for the presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by a member of the Borrower or any of its SubsidiariesConsolidated Group, or any other violation of, obligation or liability under any Environmental Claim Law by or Environmental Liability related in of any way to member of the Borrower or any of its SubsidiariesConsolidated Group, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party Holdings or any of the Borrower’s Subsidiaries (including Spinco and its subsidiaries) or such Loan Party’s directorsany Affiliate, shareholders securityholder or creditorscreditor of the foregoing or an Indemnitee, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or a Related Party of such Indemnitee), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a proceeding that is not the result of an act or omission by Holdings, the Subsidiaries (including Spinco and its subsidiaries) or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any Arranger, Agent, Co-Syndication Agent, Documentation Agent or any other agent in its capacity or in fulfilling its role as an Arranger or agent hereunder or any similar role with respect to the Spinco Facilities). This Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Holdings and the Borrower. Holdings and the Borrower shall indemnify the Agents Agent (and any sub-agent thereof), the ArrangersCo-Syndication Agents, the Syndication Documentation Agent, the Co-Documentation Agentseach Arranger, each Lender and the L/C Issuereach Issuing Bank, and each Related Party of any of the foregoing Persons [[3666665]] (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claimsclaims (including shareholder actions), damages, liabilities and reasonable and documented related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any one primary counsel for any Indemniteesuch Persons, one additional counsel to each group of similarly situated Persons as required due to actual or reasonably perceived conflicts of interest and local counsel for such Persons in each material jurisdiction, as necessary), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any third party or by Person (including the Borrower or any other Loan Party Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in (ii) the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan DocumentsTransactions, (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiiv) any actual or alleged liability for the presence or Release release of Hazardous Materials on or from any property currently or formerly owned or operated by a member of the Borrower or any of its SubsidiariesConsolidated Group, or any other violation of, obligation or liability under any Environmental Claim Law by or Environmental Liability related in of any way to member of the Borrower or any of its SubsidiariesConsolidated Group, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party Holdings or any of the Borrower’s Subsidiaries (including Spinco and its subsidiaries) or such Loan Party’s directorsany Affiliate, shareholders securityholder or creditorscreditor of the foregoing or an Indemnitee, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or a Related Party of such Indemnitee), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a proceeding that is not the result of an act or omission by Holdings, the Subsidiaries (including Spinco and its subsidiaries) or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any Arranger, Agent, Co-Syndication Agent, Documentation Agent or any other agent in its capacity or in fulfilling its role as an Arranger or agent hereunder or any similar role with respect to the Spinco Facilities). This Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Holdings and the Borrower. Each of Holdings and the Borrower shall indemnify the Agents Administrative Agent and the Collateral Agent (and any sub-agent thereofof either of the foregoing), the Arrangers, the Syndication Agent, the Co-Documentation Agents, each Lender and the L/C IssuerLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Holdings, the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent and the Collateral Agent (and any sub-agent thereofof either of the foregoing) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials of Environmental Concern on or from any property currently or formerly owned or operated by the Borrower Holdings or any of its Subsidiaries, or any other Environmental Claim or Environmental Liability related in any way to the Borrower Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.