Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Each Lender severally agrees to indemnify and hold harmless each Agent and each of its Related Parties, to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on and to the extent of such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit Documents; provided no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the Loans are paid in full).

Indemnification by Xxxxxxx. (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Xxxxxx’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of the Loan Documents or in connection with this Agreement any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable non‑appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Lender severally agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct)Person. If any indemnity furnished to any the Borrower shall reimburse the Administrative Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require Indemnified Costs following payment by any Lender to indemnify any the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess respect of such Xxxxxx’s pro rata share. Indemnified Costs pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment. (b) For purposes hereofof this Section 8.05, a Xxxxxxthe Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “pro rata shareAdministrative Agent” shall be determined based upon its share deemed to include the employees, directors, officers and Affiliates of the outstanding Loans at such time (or if such indemnity Administrative Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)other Loan Documents.

Indemnification by Xxxxxxx. Each Lender severally agrees to shall indemnify and hold harmless each the Administrative Agent (and any sub-agent thereof) and each Related Party of its Related Parties, the Administrative Agent (to the extent that such Agent shall not have been indefeasibly and timely reimbursed indemnified by or on behalf of the BorrowerLoan Parties and without limiting the obligation of the Loan Parties to do so), based on and to the extent of such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) from), for from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses (including counsel reasonable and documented or invoiced out-of-pocket fees and disbursements) expenses of one primary outside counsel and disbursements one local counsel in each relevant jurisdiction for the Administrative Agent and its Related Parties, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such the Administrative Agent or and its Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of or in connection with this Agreement or any other Loan Document or any action taken or omitted to be taken by the other Credit DocumentsAdministrative Agent or any of its Related Parties; provided no Lender that such indemnity shall not be liable available to any Agent for any portion of the extent that such liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as are determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood in a final and agreed that no action taken in accordance with nonappealable judgment to have resulted from the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct)misconduct of the Administrative Agent (and any sub-agent thereof) or such Related Party. If any indemnity furnished Without limiting the foregoing, each Lender shall promptly following written demand therefor, pay or reimburse the Administrative Agent based on and to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess extent of such Xxxxxx’s pro rata shareshare of all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, to the extent that the Administrative Agent is not timely reimbursed for such expenses by or on behalf of the Loan Parties. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the Loans are paid in full). The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Indemnification by Xxxxxxx. Each Participating Canadian Lender severally or Participating ROW Lender, as applicable, agrees to indemnify and hold harmless each Agent and each Bank of its Related Parties, America (to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on Obligors and to without limiting the extent of such Xxxxxx’s pro rata share (determined as obligations of the time that the applicable unreimbursed indemnity payment is soughtObligors hereunder or under any other Loan Document) from, ratably for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursementsattorneys’ fees) and or disbursements of any kind or and nature whatsoever which that may be imposed on, incurred by or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Bank of America in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection with this Agreement or the other Credit Documentstherewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent it arises from such Agent’s the gross negligence or willful misconductmisconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as determined applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by a final, non-appealable judgment the Borrowers to Bank of a court America in respect of competent jurisdiction (it being understood the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and agreed that no action taken expenses by the Borrowers in accordance with the directions requirements of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe this Agreement. The agreements contained in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3this Section 2.10(e) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity survive payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the of all Canadian Revolving Loans are paid in full)and ROW Revolving Loans.

Indemnification by Xxxxxxx. ​ ​ (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Xxxxxx’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of the Loan Documents or in connection with this Agreement any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Xxxxxx agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other number or percentage Person. (b) [Reserved]. (c) For purposes of this Section 8.05, the Lenders as Lenders’ respective ratable shares of any amount shall be necessarydetermined, or as at any time, according to their respective Commitments at such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct)time. If any indemnity furnished to any Agent for any purpose shall, in the opinion The failure of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent against as provided herein shall not relieve any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such Xxxxxx’s pro rata share. For purposes hereofamount, a Xxxxxx’s “pro rata share” but no Lender shall be determined based upon its responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)other Loan Documents.

Indemnification by Xxxxxxx. (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on Loan Parties) from and to the extent of against such Xxxxxx’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of the Loan Documents or in connection with this Agreement any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Xxxxxx agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other number Person. To the extent that the Administrative Agent shall perform any of its duties or percentage of obligations hereunder through an Affiliate or sub-agent, then all references to the Lenders as “Administrative Agent” in this Section 8.05 shall be necessarydeemed to include any such Affiliate or sub-agent, or as such Agent shall believe in good faith applicable. ​ ​ (b) (b)Reserved. (c) (c)For purposes of this Section 8.05, the Lenders’ respective ratable shares of any amount shall be necessarydetermined, under at any time, according to their respective Commitments with respect to the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans applicable Tranche at such time (or if without exclusion of any Defaulting Lender). The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such indemnity amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with of principal, interest and all other amounts payable hereunder and under the other Loan Documents. Advances outstanding under a Tranche will be converted by the Administrative Agent on a notional basis into the Equivalent amount of Euros of such Xxxxxx’s pro rata share immediately prior to Tranche for the date on which the Loans are paid in full)purposes of making any allocations required under this Section 8.05.

Indemnification by Xxxxxxx. Each Lender severally agrees to indemnify and hold harmless each Agent and each of its Related PartiesAgent, to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on and to the extent of such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought) from), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit Documents; provided no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall may be necessary, or as required to give such Agent shall believe in good faith shall be necessary, instructions under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3Section 10.5) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the Loans are paid in full).

Indemnification by Xxxxxxx. (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Xxxxxx’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of the Loan Documents or in connection with this Agreement any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Xxxxxx agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.13 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other number or percentage Person. (b) [Intentionally Omitted]. (c) For purposes of this Section 8.13, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Pro Rata Shares of the Lenders as shall be necessary, or as Facility Exposure at such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct)time. If any indemnity furnished to any Agent for any purpose shall, in the opinion The failure of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lender to the Administrative Agent against as provided herein shall not relieve any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such Xxxxxx’s pro rata share. For purposes hereofamount, a Xxxxxx’s “pro rata share” but no Lender shall be determined based upon its responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.13 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)other Loan Documents.

Indemnification by Xxxxxxx. ​ (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Xxxxxx’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of the Loan Documents or in connection with this Agreement any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders foregoing, each Xxxxxx agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other number or percentage Person. (b) [Reserved]. (c) For purposes of this Section 8.05, the Lenders as Lenders’ respective ratable shares of any amount shall be necessarydetermined, or as at any time, according to their respective Commitments at such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct)time. If any indemnity furnished to any Agent for any purpose shall, in the opinion The failure of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent against as provided herein shall not relieve any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such Xxxxxx’s pro rata share. For purposes hereofamount, a Xxxxxx’s “pro rata share” but no Lender shall be determined based upon its responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)other Loan Documents.

Indemnification by Xxxxxxx. (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely reimbursed by the BorrowerBorrower and without limiting the obligation of the Borrower to do so), based on from and to the extent of against such Xxxxxx’s pro rata share (determined as Pro Rata Share of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of or in connection with this Agreement or any action taken or omitted by the other Credit DocumentsAdministrative Agent under this Agreement (collectively, the “Indemnified Costs”); provided provided, that (i) no Lender shall be liable for any portion of the Indemnified Costs resulting from the Administrative Agent’s gross negligence or willful misconduct and (ii) the Indemnified Costs were incurred by or asserted against the Administrative Agent in its capacity as such. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Agent Indemnified Costs, this Section 9.16 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. (b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Borrower) from and against such Xxxxxx’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of this Agreement or any action taken or omitted by such Issuing Bank hereunder or in connection herewith; provided, however, that (i) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AgentIssuing Bank’s gross negligence or willful misconductmisconduct and (ii) provided, that the indemnified amounts were incurred by or asserted against the Issuing Bank in its capacity as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions such. Without limitation of the Required Lenders foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon demand for its Pro Rata Share of any costs and expenses (or such other number or percentage including, without limitation, reasonable fees and expenses of counsel) payable by the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, Borrower under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commenceSection 9.04, to do the acts indemnified against until extent that such additional indemnity Issuing Bank is furnished; provided in no event shall this sentence require not promptly reimbursed for such costs and expenses by the Borrower. (c) The failure of any Lender to indemnify reimburse the Administrative Agent or any Issuing Bank promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders to the Administrative Agent against or such Issuing Bank as provided herein shall not relieve any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense other Lender of its obligation hereunder to reimburse the Administrative Agent or disbursement in excess such Issuing Bank for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent or an Issuing Bank for such other Xxxxxx’s pro rata sharePro Rata Share of such amount. For purposes hereofWithout prejudice to the survival of any other agreement of any Lender hereunder, a Xxxxxx’s “pro rata share” the agreement and obligations of each Lender contained in this Section 9.16 shall be determined based upon its share of survive the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)Notes.

Indemnification by Xxxxxxx. Each Lender severally Calando agrees to defend the Cerulean Indemnitees, at Calando’s cost and expense, and will, jointly and severally with Arrowhead, indemnify and hold harmless each Agent and each of its Related Parties, to the extent that such Agent shall not have been timely reimbursed by the Borrower, based on and to the extent of such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought) from, for Cerulean Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way Losses relating to or arising out of or in connection with a Third Party claim arising out of (a) any research, development, manufacture, use, sale, offer for sale or importation of the Licensed Product by or on behalf of Calando, its Affiliates or licensees which activity occurred on or before the Effective Date, including claims arising out of the Clinical Trials of IT-101 conducted by or on behalf of Calando, its Affiliates or licensees prior to the Effective Date; (b) any breach by Calando of its representations, warranties or covenants made under this Agreement or any breach by Arrowhead of its representations, warranties or covenants made under the other Credit DocumentsArrowhead Guarantee; provided no Lender or (c) any negligent act or omission or willful misconduct of Calando or its Affiliates, or any of their employees, contractors or agents, in performing Calando’s obligations or exercising Calando’s rights under this Agreement; provided, however, that the foregoing indemnity shall be liable not apply to the extent that any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s Losses (i) are attributable to the gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions misconduct of the Required Lenders Cerulean Indemnitees, or (or ii) are otherwise subject to an obligation by Cerulean to indemnify the Calando Indemnitees under Section 10.1. In the event of any such other number or percentage claim against any Cerulean Indemnitee, Cerulean shall promptly notify Calando in writing of the Lenders as claim and Calando shall be necessarymanage and control, or as such Agent shall believe in good faith shall be necessaryat its sole expense, under the circumstances defense of the claim and its settlement as provided below. The relevant Cerulean Indemnitees shall cooperate with Calando and may, at such Cerulean Indemnitees’ option and expense, be represented in Sections 10.5 and Sections 8.1any such action or proceeding. Calando shall not be liable for any settlements, 8.2 and 8.3) litigation costs or expenses incurred by any Cerulean Indemnitees without Calando’s written authorization. No Cerulean Indemnitee shall constitute gross negligence or willful misconduct)settle any such claim without the prior written consent of Xxxxxxx. If any indemnity furnished Calando shall not, without the prior written consent of Cerulean, agree to any Agent for settlement of any purpose shall, in the opinion such claim that does not include a complete release of such Agent, be insufficient Cerulean from all liability with respect thereto or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against that imposes any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense obligation or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date restriction on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the Loans are paid in full)Cerulean.

Indemnification by Xxxxxxx. (a) Each Lender severally agrees to indemnify and hold harmless each the Administrative Agent and each of its Related Parties, (to the extent that such Agent shall not have been timely promptly reimbursed by the Borrower, based on ) from and to the extent of against such Xxxxxx’s pro rata ratable share (determined as provided below) of the time that the applicable unreimbursed indemnity payment is sought) from, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by by, or asserted against such Agent or Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Administrative Agent in any way relating to or arising out of the Loan Documents or in connection with this Agreement any action taken or omitted by the other Credit DocumentsAdministrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s gross negligence or willful misconduct, misconduct as determined by found in a final, non-appealable judgment of by a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions jurisdiction. Without limitation of the Required Lenders ​ ​ foregoing, each Xxxxxx agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other number or percentage Person. (b) [Reserved]. (c) For purposes of this Section 8.05, the Lenders as Lenders’ respective ratable shares of any amount shall be necessarydetermined, or as at any time, according to their respective Commitments at such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct)time. If any indemnity furnished to any Agent for any purpose shall, in the opinion The failure of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent against as provided herein shall not relieve any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such Xxxxxx’s pro rata share. For purposes hereofamount, a Xxxxxx’s “pro rata share” but no Lender shall be determined based upon its responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the outstanding Loans at such time (or if such indemnity survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to of principal, interest and all other amounts payable hereunder and under the date on which the Loans are paid in full)other Loan Documents.

Indemnification by Xxxxxxx. Each Lender severally agrees The Lenders agree to indemnify and hold harmless each Agent and each of Collateral Agent-Related Party in its Related Parties, capacity as such (to the extent that such Agent shall not have been timely reimbursed actually paid by the BorrowerCredit Parties and without limiting the obligation of the Credit Parties to do so), based on and to in the extent amount of such Xxxxxx’s its pro rata share (based on outstanding Term Loans and unused Commitments (if any) hereunder determined as of at the time that the applicable unreimbursed such indemnity payment is sought) from), for from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Indemnified Liabilities that may at any time (including counsel fees and disbursementswhether before or after the payment of the Loans) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or Collateral Agent-Related Parties in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent Party in any way relating to or arising out of the Commitments, this 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 the Collateral Agent-Related Party under or in connection with this Agreement or any of the other Credit Documentsforegoing; provided provided, that no Lender shall be liable to any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such the Collateral Agent’s gross negligence or willful misconduct. The failure of any Lender to reimburse the Collateral Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Collateral Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Collateral Agent for its ratable share of such amount, as determined by a final, non-appealable judgment but no Lender shall be responsible for the failure of a court any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of competent jurisdiction (it being understood and agreed that no action taken such amount. The agreements in accordance with this Section 12.10 shall survive the directions payment of the Required Lenders (or such Term Loans and all other number or percentage amounts payable hereunder. The obligations of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 this Section 12.10 are several and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the Loans are paid in full)joint.