Common use of Indemnification by the Term Lenders Clause in Contracts

Indemnification by the Term Lenders. Without limiting the obligations of the Loan Parties hereunder or under the other Finance Documents, each Term Lender agrees that it shall, from time to time on demand by the Term Loan Facility Agent, indemnify the Term Loan Facility Agent and its Related Parties (ratably in accordance with its then applicable proportionate share) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees) or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the Term Loan Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Term Lender shall be liable for any of the foregoing to the extent they arise solely from the Term Loan Facility Agent’s gross negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Term Loan Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Term Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each Term Lender agrees to reimburse, ratably in accordance with all its Term Loan Facility Debt Commitments, the Term Loan Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Term Loan Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Term Loan Facility Agent is not reimbursed promptly for such expenses by the Loan Parties in accordance with the Finance Documents; provided that upon recovery of any or all of such costs and expenses by the Term Loan Facility Agent from the Loan Parties, the Term Loan Facility Agent shall remit to each Term Lender that has paid such costs and expenses to the Term Loan Facility Agent pursuant to this Section 10.07 (Indemnification by the Term Lenders) its ratable share of such amounts so recovered. The obligation of the Term Lenders to make payments pursuant to this Section 10.07 (Indemnification by the Term Lenders) is several and not joint or joint and several, and the same shall survive the payment in full of the Term Loan Obligations and the termination of this Agreement and the other Finance Documents.

Indemnification by the Term Lenders. Without limiting the obligations of the Loan Parties hereunder or under the other Finance Documents, each Term Lender agrees that it shall, from time to time on demand by the Term Loan Facility Agent, indemnify the Term Loan Facility Agent and its Related Parties (ratably in accordance with its then applicable proportionate share) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees) or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the Term Loan Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Term Lender shall be liable for any of the foregoing to the extent they arise solely from the Term Loan Facility Agent’s gross negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Term Loan Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Term Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each Term Lender agrees to reimburse, ratably in accordance with all its Term Loan Facility Debt Commitments, the Term Loan Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Term Loan Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Term Loan Facility Agent is not reimbursed promptly for such expenses by the Loan Parties in accordance with the Finance Documents; provided that upon recovery of any or all of such costs and expenses by the Term Loan Facility Agent from the Loan Parties, the Term Loan Facility Agent shall remit to each Term Lender that has paid such costs and expenses to the Term Loan Facility Agent pursuant to this Section 10.07 9.06 (Indemnification by the Term Lenders) its ratable share of such amounts so recovered. The obligation of the Term Lenders to make payments pursuant to this Section 10.07 9.06 (Indemnification by the Term Lenders) is several and not joint or joint and several, and the same shall survive the payment in full of the Term Loan Obligations and the termination of this Agreement and the other Finance Documents.