Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. To the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder, the Lenders agree to indemnify the applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the foregoing, each Lender agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrower. The agreement contained in this Section 13.15(c) and (d) shall survive payment in full of all other Obligations.

Indemnification by Xxxxxxx. To the extent not reimbursed by the Borrower Borrowers and without limiting the obligations of the Borrower Borrowers hereunder, the Lenders Xxxxxxx agree to indemnify the applicable Letter of Credit Issuing Lender and Underlying Issuer ratably in accordance with their respective Pro Rata SharesRevolving Loan Percentages, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ ' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer Issuing Lender or Underlying Issuer, as applicable, in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer Issuing Lender or Underlying Issuer, as applicable, under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified. Without limitation of the foregoing, each Lender agrees to reimburse the applicable Letter of Credit Issuing Lender and Underlying Issuer promptly upon demand for its Pro Rata Share Revolving Loan Percentage of any costs or expenses payable by the Borrower Borrowers to such Letter of Credit Issuing Lender or Underlying Issuer, to the extent that such Letter of Credit Issuer Person is not promptly reimbursed for such costs and expenses by the BorrowerBorrowers. The agreement contained in this Section 13.15(c) and (d) shall survive payment in full of all other Obligations.

Indemnification by Xxxxxxx. To Lenders agree to indemnify each Letter of Credit Issuer (to the extent not reimbursed by the Borrower Borrowers and without limiting the obligations of the Borrower Borrowers hereunder, the Lenders agree to indemnify the applicable Letter of Credit Issuer ) ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified. Without limitation of the foregoing, each Lender Xxxxxx agrees to reimburse the applicable each Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrower Borrowers to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the BorrowerBorrowers. The agreement contained in this Section 13.15(c) and (d) section shall survive payment Payment in full Full of all other Obligations.

Indemnification by Xxxxxxx. To the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder, the Lenders agree to indemnify the applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind 228 and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the foregoing, each Lender agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrower. The agreement contained in this Section 13.15(c) and (d) shall survive payment in full of all other Obligations.

Indemnification by Xxxxxxx. To the extent not reimbursed by the Borrower applicable Borrowers and without limiting the obligations of the Borrower applicable Borrowers hereunder, the Lenders agree to indemnify the each applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrower applicable Borrowers to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrowerapplicable Borrowers. The agreement contained in this Section 13.15(c) and (d13.16(d) shall survive payment in full of all other Obligations.

Indemnification by Xxxxxxx. To the extent not reimbursed reimbur sed by the Borrower Borrowers and without limiting the obligations of the Borrower Borrowers hereunder, the Lenders agree to indemnify the applicable issuer of any Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer issuer in any way relating to or arising out of any Letter of Credit issued by such issuer or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer issuer under any Letter of Credit issued by such issuer or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified. Without limitation of the foregoing, each Lender Xxxxxx agrees to reimburse the applicable issuer of any Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the a Borrower to such Letter of Credit Issuerissuer, to the extent that such Letter of Credit Issuer issuer is not promptly reimbursed for such costs and expenses by the BorrowerBorrowers. The agreement contained in this Section 13.15(c) and (d) shall survive payment in full of all other Obligations.