Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. The Lenders shall, ratably in proportion to their Commitment Percentages, indemnify each LC Issuing Bank (to the extent not reimbursed by the Borrower) against any claims, damages, losses, liabilities, reasonable costs and reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) that any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section.

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Commitments, this Section Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it . The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 11.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shall, ratably in proportion to their Commitment Percentages, indemnify each LC Issuing Bank Bank, (to the extent not reimbursed by the Borrower) against any claims, damages, losses, liabilities, reasonable costs and reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) that any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; provided PROVIDED that the Lenders shall not be required to indemnify any LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section.

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Commitments, this Section Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it . The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 11.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section.the Loans and all other amounts payable hereunder. 134

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 10.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Term Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, the Commitments, this Section Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it . The agreements in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) of this Section or (iv) its liabilities under any Letter 10.07 shall survive the payment of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Sectionthe Term Loans and all other amounts payable hereunder.

Indemnification by Lenders. The Lenders shall, ratably in proportion agree to their Commitment Percentages, indemnify each LC Issuing Bank Agent in its capacity as such (to the extent not reimbursed by the Borrower) Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Term Loans shall have been paid in full in cash, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any claimsand all liabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, reasonable costs and reasonable judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counselany kind whatsoever that may at any time (whether before or after the payment of the Term Loans) that be imposed on, incurred by, or asserted against, such Agent in any such indemnitee may suffer way relating to or incur in connection with arising out of, this Section Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such indemnitee Agent under this Sectionor in connection with any of the foregoing; provided provided, that no Lender shall be liable for the Lenders shall not be required to indemnify payment of any LC Issuing Bank for any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesactions, costs judgments, suits, costs, expenses or expenses disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to the extent, but only to the extent, caused by (i) its own have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 11.07 shall survive the repayment, (ii) its failure to pay satisfaction or discharge of the Term Loans and all other amounts payable under any Letter of Credit issued by it after the presentation to it of a request strictly complying with Loan Documents, and the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (d) termination of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this SectionLoan Agreement.

Indemnification by Lenders. The Lenders shall, ratably in proportion to their Commitment Percentages, indemnify each the LC Issuing Bank (to the extent not reimbursed by the Borrower) against any claims, damages, losses, liabilities, reasonable costs and reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) that any such indemnitee may suffer or incur in connection with this Section or any action taken or omitted by such indemnitee under this Section; provided that the Lenders shall not be required to indemnify any the LC Issuing Bank for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition of such Letter of Credit, (iii) its liabilities under any Letter of Credit issued by it in contravention of clause (iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv) of subsection (dc) of this Section or (iv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (gf) of this Section.

Indemnification by Lenders. The Lenders shall, ratably in proportion to their Commitment Percentages, indemnify each LC Issuing Bank the Issuer (to the extent not reimbursed by the Borrower) against any claims, damages, losses, liabilities, reasonable costs and reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) that any such indemnitee may suffer or incur in connection with this Section 2.14 or any action taken or omitted by such indemnitee under this SectionSection 2.14; provided that the Lenders shall not be required to indemnify any LC Issuing Bank the Issuer for any such claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) its own gross negligence or willful misconduct, (ii) its failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and condition conditions of such Letter of Credit, (iii) its failure to comply with paragraph (e) above, (iv) its liabilities under any Letter of Credit issued by it in contravention of clause (iii2.14(c)(iii) (to the extent that the limitations referred to therein were in fact exceeded) or clause (iv2.14(c)(iv) of subsection (d) of this Section or (ivv) its liabilities under any Letter of Credit extended (or allowed to be automatically extended) by it in contravention of clause (i) or (ii) of subsection (g) of this Section2.14(f)(ii).