Common use of Indemnification by Obligors Clause in Contracts

Indemnification by Obligors. Each Obligor hereby agrees to indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses, including the fees, charges, and disbursements of one firm of counsel for any Indemnitee incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender 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 payments that Lender is required to make under any indemnity issued to any bank, or other Person holding a Borrower’s deposit, commodity or security accounts, 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 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee.

Indemnification by Obligors. Each Obligor hereby agrees The Obligors jointly and severally agree to indemnify the Administrative Agent, each Issuing Lender and each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losseslosses (other than loss of profit), claims, damages, liabilities, liabilities and related expenses, including the fees, charges, charges and disbursements of one firm of any counsel for any Indemnitee Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, the other Loan Documents or any other Loan Documentagreement or instrument contemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Lender 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 payments that Lender is required to make under actual or alleged presence or release of Hazardous Materials on or from any indemnity issued property owned or operated by any Obligor or any of their subsidiaries, or any Environmental Liability related in any way to any bank, Obligor or other Person holding a Borrower’s deposit, commodity or security accountsany of their 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 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, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee.

Indemnification by Obligors. Each Obligor hereby agrees to indemnify Lender Administrative Agent, each Lender, Rabobank or any other Person in its separate capacities as “ Joint Lead Arranger”, “Syndication Agent” and “Sole Bookrunner” hereunder with respect to the syndication of the Loans, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses, expenses (including the fees, charges, and disbursements of one firm of counsel for any all such Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may including a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs WestRock of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender 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)proceeds, (iii) any payments that Lender Administrative Agent is required to make under any indemnity issued to any bank, or other Person bank holding a Borrowerany Obligor’s deposit, commodity or security accounts, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by any Obligor, or any liability under Environmental Law related in any way to any Obligor, 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 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 (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) a claim brought by WestRock or any Subsidiary against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder to the extent WestRock or such Subsidiary is the prevailing party in such action or (B) result from a proceeding that does not involve an act or omission by WestRock or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any arranger, bookrunner or agent hereunder in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the credit facilities hereunder). Notwithstanding the foregoing, this Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by Obligors. Each Obligor hereby agrees The Obligors jointly and severally agree to indemnify the Administrative Agent, each Issuing Lender and each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losseslosses (other than loss of profit), claims, damages, liabilities, liabilities and related expenses, including the fees, charges, charges and disbursements of one firm of any counsel for any Indemnitee Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, the other Loan Documents or any other Loan Documentagreement or instrument contemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Lender 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 payments that Lender is required to make under actual or alleged presence or release of Hazardous Materials on or from any indemnity issued property owned or operated by any Obligor or any of their subsidiaries, or any Environmental Liability related in any way to any bank, Obligor or other Person holding a Borrower’s deposit, commodity or security accountsany of their 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 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, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. This Section 11.03(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 Obligors. Each Obligor hereby agrees to indemnify Lender Administrative Agent, each Lender, Rabobank or any other Person in its separate capacities as “ Joint Lead Arranger”, “Co-Syndication Agent” and “Sole Bookrunner” hereunder with respect to the syndication of the Loans, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses, expenses (including the fees, charges, and disbursements of one firm of counsel for any all such Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may including a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs WestRock of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender 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)proceeds, (iii) any payments that Lender Administrative Agent is required to make under any indemnity issued to any bank, or other Person bank holding a Borrowerany Obligor’s deposit, commodity or security accounts, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by any Obligor, or any liability under Environmental Law related in any way to any Obligor, 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 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 (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) a claim brought by WestRock or any Subsidiary against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder to the extent WestRock or such Subsidiary is the prevailing party in such action or (B) result from a proceeding that does not involve an act or omission by WestRock or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any arranger, bookrunner or agent hereunder in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the credit facilities hereunder). Notwithstanding the foregoing, this Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by Obligors. Each Obligor hereby agrees to indemnify Lender Administrative Agent, each Lender, Rabobank or any other Person in its separate capacities as “ Joint Lead Arranger”, “Syndication Agent” and “Sole Bookrunner” hereunder with respect to the syndication of the Loans, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses, expenses (including the fees, charges, and disbursements of one firm of counsel for any all such Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may including a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs Parent of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender 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)proceeds, (iii) any payments that Lender Administrative Agent is required to make under any indemnity issued to any bank, or other Person bank holding a Borrowerany Obligor’s deposit, commodity or security accounts, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by any Obligor, or any liability under Environmental Law related in any way to any Obligor, 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 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 (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) a claim brought by Parent or any Subsidiary against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder to the extent Parent or such Subsidiary is the prevailing party in such action or (B) result from a proceeding that does not involve an act or omission by Parent or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any arranger, bookrunner or agent hereunder in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the credit facilities hereunder). Notwithstanding the foregoing, this Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnification by Obligors. Each Obligor hereby agrees to indemnify Lender Administrative Agent, each Issuing Lender, each Lender, Rabobank in its separate capacities as “Joint Lead Arranger” and “Joint Bookrunner” with respect to the syndication of the Loans, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses, including the fees, charges, charges and disbursements of one firm of any counsel for any Indemnitee incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Issuing Lender 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 payments that Lender Administrative Agent is required to make under any indemnity issued to any bank, or other Person bank holding a Borrowerany Obligor’s deposit, commodity or security accounts, (iv) any actual or alleged presence or release of Hazardous Materials on or from any of the Mortgaged Properties or any other property owned or operated by any Obligor or any of their Subsidiaries, or any Environmental Liability related in any way to any Obligor, any of their Subsidiaries or any of the Mortgaged Properties, 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 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, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. This Section 10.3(b) shall not apply with respect to Excluded Taxes or impose additional indemnification obligations with respect to Taxes under Section 2.16.