Common use of Indemnification by the Borrower Parties Clause in Contracts

Indemnification by the Borrower Parties. The Borrower Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arranger, each Lender and the Letter of Credit 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, and shall pay or reimburse any such Indemnitee for, any and all actual losses (other than lost profits), claims (including, without limitation, any Environmental Claims), damages, liabilities and related reasonable and documented out-of-pocket expenses (including the fees, charges and disbursements of one (1) primary counsel and one (1) local counsel in each applicable jurisdiction, in each case for all Indemnitees, and one (1) additional counsel for actual conflicts of interest), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower Parties or any other Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit 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 (including, without limitation, the Credit Facility), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Letter of Credit 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 owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (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 any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby; 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 a final and nonappealable judgment to have resulted from the fraud, gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Credit Party or any Related Party thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) related to any claim, litigation or other proceeding (including any inquiry or investigation of the foregoing) that do not arise from any act or omission by the Credit Parties or their respective Related Parties and that is brought by an Indemnitee against any other Indemnitee; provided further that in no event shall any Borrower Party or any Related Party of the foregoing have any liability with respect to any of the foregoing for any special, indirect, consequential or punitive damages. This Section 12.5(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 the Borrower Parties. The Borrower Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the Lead ArrangerAgent, each Lender and the Letter of Credit IssuerLender, each Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all actual losses losses, claims, damages (other than lost profits)excluding, claims (including, without limitationfor avoidance of doubt, any Environmental Claimsspecial, indirect, consequential or punitive damages except to the extent payable to a third party), damages, liabilities and related reasonable and documented documented, out-of-pocket expenses (pocket, expenses, including the fees, charges and disbursements of one (1) primary counsel and one (1) local counsel in each applicable jurisdiction, in each case for all Indemnitees, and one (1) additional any counsel for actual conflicts of interest)any Indemnitee, actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower Parties or any other Credit Party), other than such Indemnitee and its Related Parties, directly arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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 (including, without limitation, the Credit Facilityliability of Borrower under clause (i) to be joint and several), (ii) any Loan or Letter to Borrower for the account of Credit Borrower or the use or proposed use of the proceeds therefrom (including any refusal by the Letter of Credit 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 on or from any property owned or operated by any Credit Party of the Borrower Parties or any Subsidiary thereofof their Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party of the Borrower Parties or any Subsidiarytheir Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or any other Borrower Party or its or their respective equity holders, Affiliates, creditors or any other third Person and, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby; 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 (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from (x) the fraud, gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Credit Party or any Related Party thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentdispute solely among the Indemnitees, if such Credit Party or such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) related to any claim, litigation breach of this Agreement or other proceeding (including any inquiry or investigation of the foregoing) that do not arise from any act or omission by the Credit Parties or their respective Related Parties and that is brought by an Indemnitee against any other Loan Document by such Indemnitee; provided further that in no event shall any Borrower Party or any Related Party of the foregoing have any liability with respect to any of the foregoing for any special, indirect, consequential or punitive damages. This Section 12.5(b9.03(c) shall not apply with respect to Taxes other than any Taxes that represent actual losses, claims, damages, etc. claims or damages arising from any non-Tax claim. Notwithstanding anything set forth in this Agreement or the other Loan Documents to the contrary, in no event shall any Borrower Party be liable for (i) fees and expenses of more than one counsel plus local or special counsel to collectively represent all Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees, and in such case, not more than two separate sets of counsel for the collective representation of all Indemnitees) in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction, or (ii) any settlement of a Proceeding effected without Borrower’s written consent (which shall not be unreasonably, withheld, conditioned or delayed).

Indemnification by the Borrower Parties. The Borrower Parties shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Lead ArrangerIssuing Lender, each Lender and Lender, the Letter of Credit Issuer, Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all actual losses losses, claims, damages (other than lost profits)excluding, claims (including, without limitationfor avoidance of doubt, any Environmental Claimsspecial, indirect, consequential or punitive damages except to the extent payable to a third party), damages, liabilities and related reasonable and documented documented, out-of-pocket expenses (pocket, expenses, including the fees, charges and disbursements of one (1) primary counsel and one (1) local counsel in each applicable jurisdiction, in each case for all Indemnitees, and one (1) additional any counsel for actual conflicts of interest)any Indemnitee, actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower Parties or any other Credit Party), other than such Indemnitee and its Related Parties, directly arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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 (including, without limitation, the Credit Facilityliability of Borrower under clause (i) to be joint and several), (ii) any Loan to Borrower or Letter of Credit for the account of Borrower or the use or proposed use Credit Agreement of the proceeds therefrom (including any refusal by the Letter of Credit Issuer 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 actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party of the Borrower Parties or any Subsidiary thereofof their Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party of the Borrower Parties or any Subsidiarytheir 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 any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby; 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 a final and nonappealable judgment to have resulted from (x) the fraud, gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Credit Party or any Related Party thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentdispute solely among the Indemnitees, if such Credit Party or such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) related to any claim, litigation breach of this Agreement or other proceeding (including any inquiry or investigation of the foregoing) that do not arise from any act or omission by the Credit Parties or their respective Related Parties and that is brought by an Indemnitee against any other Loan Document by such Indemnitee; provided further that in no event shall any Borrower Party or any Related Party of the foregoing have any liability with respect to any of the foregoing for any special, indirect, consequential or punitive damages. This Section 12.5(b9.03(b) shall not apply with respect to Taxes other than any Taxes that represent actual losses, claims, damages, etc. claims or damages arising from any non-Tax claim. Notwithstanding anything set forth in this Agreement or the other Loan Documents to the contrary, in no event shall any Borrower Party be liable for (i) fees and expenses of more than one counsel plus local or special counsel to collectively represent all Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees, and in such case, not more than two separate sets of counsel for the collective representation of all Indemnitees) in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction, or (ii) any settlement of an proceeding effected without Borrower’s written consent (which shall not be unreasonably, withheld, conditioned or delayed).

Indemnification by the Borrower Parties. The Borrower Parties shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Lead ArrangerIssuing Lender, each Lender and the Letter of Credit IssuerLender, each Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all actual losses losses, claims, damages (other than lost profits)excluding, claims (including, without limitationfor avoidance of doubt, any Environmental Claimsspecial, indirect, consequential or punitive damages except to the extent payable to a third party), damages, liabilities and related reasonable and documented documented, out-of-pocket expenses (pocket, expenses, including the fees, charges and disbursements of one (1) primary counsel and one (1) local counsel in each applicable jurisdiction, in each case for all Indemnitees, and one (1) additional any counsel for actual conflicts of interest)any Indemnitee, actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower Parties or any other Credit Party), other than such Indemnitee and its Related Parties, directly arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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 (including, without limitation, the Credit Facilityliability of Borrower under clause (i) to be joint and several), (ii) any Loan to Borrower or Letter of Credit for the account of Borrower or the use or proposed use of the proceeds therefrom (including any refusal by the Letter of Credit Issuer 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 actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by any Credit Party of the Borrower Parties or any Subsidiary thereofof their Subsidiaries, or any Environmental Claim Liability related in any way to any Credit Party of the Borrower Parties or any Subsidiarytheir Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or any other Borrower Party or its or their respective equity holders, Affiliates, creditors or any other third Person and, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Credit Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby; 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 (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from (x) the fraud, gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Credit Party or any Related Party thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentdispute solely among the Indemnitees, if such Credit Party or such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) related to any claim, litigation breach of this Agreement or other proceeding (including any inquiry or investigation of the foregoing) that do not arise from any act or omission by the Credit Parties or their respective Related Parties and that is brought by an Indemnitee against any other Loan Document by such Indemnitee; provided further that in no event shall any Borrower Party or any Related Party of the foregoing have any liability with respect to any of the foregoing for any special, indirect, consequential or punitive damages. This Section 12.5(b9.03(c) shall not apply with respect to Taxes other than any Taxes that represent actual losses, claims, damages, etc. claims or damages arising from any non-Tax claim. Notwithstanding anything set forth in this Agreement or the other Loan Documents to the contrary, in no event shall any Borrower Party be liable for (i) fees and expenses of more than one counsel plus local or special counsel to collectively represent all Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees, and in such case, not more than two separate sets of counsel for the collective representation of all Indemnitees) in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction, or (ii) any settlement of a Proceeding effected without Borrower’s written consent (which shall not be unreasonably, withheld, conditioned or delayed).