Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. The Lenders agree to indemnify each Collateral Agent-Related Party in its capacity as such (to the extent not actually paid by the Credit Parties and without limiting the obligation of the Credit Parties to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if any) hereunder determined at the time such indemnity is sought), from and against any and all Indemnified Liabilities that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Collateral Agent-Related 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 any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from 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, but no Lender shall be responsible for the failure of any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements in this Section 12.10 shall survive the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not joint.

Indemnification by Xxxxxxx. The Lenders agree (a) Each Lender severally agrees to indemnify each Collateral Agent-Related Party in its capacity as such the Administrative Agent (to the extent not actually paid promptly reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if anyBorrower) hereunder determined at the time such indemnity is sought), from and against such Xxxxxx’s ratable share (determined as provided below) of any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by by, or asserted against such Collateral Agent-Related Party the Administrative Agent 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 Administrative Agent under or in connection with any of the foregoingLoan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall be liable for the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Administrative Agent’s gross negligence or willful misconductmisconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. The failure Without limitation of any Lender the foregoing, each Xxxxxx agrees to reimburse the Collateral Administrative Agent promptly upon demand for its ratable share of any amount required to be paid costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Lenders Borrower under Section 9.04, to the Collateral extent that the Administrative Agent as provided herein shall is not relieve 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 Lender of its obligation hereunder to reimburse such Collateral Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amountPerson. The agreements in this Section 12.10 shall survive the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not joint(b) [Intentionally Omitted].

Indemnification by Xxxxxxx. The Lenders agree (a) Each Lender severally agrees to indemnify each Collateral Agent-Related Party in its capacity as such the Administrative Agent (to the extent not actually paid reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if any) hereunder determined at the time such indemnity is sought), from and against such Xxxxxx’s Pro Rata Share of any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by by, or asserted against such Collateral Agent-Related Party the Administrative Agent 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 Agreement or any action taken or omitted by the Collateral Agent-Related Party Administrative Agent under or in connection with any of this Agreement (collectively, the foregoing“Indemnified Costs”); provided, that (i) no Lender shall be liable for the payment of any portion of such the Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted Costs resulting from the Collateral Administrative Agent’s gross negligence or willful misconductmisconduct and (ii) the Indemnified Costs were incurred by or asserted against the Administrative Agent in its capacity as such. The failure Without limitation of any the foregoing, each Lender agrees to reimburse the Collateral Administrative Agent promptly upon demand for its ratable share Pro Rata Share of any amount required to be paid out-of-pocket expenses (including reasonable counsel fees) incurred by the Lenders 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 Collateral extent that the Administrative Agent as provided herein shall is not relieve any other Lender of its obligation hereunder to reimburse reimbursed for such Collateral Agent for its ratable share of such amount, but no Lender shall be responsible for expenses by the failure Borrower. In the case of any other Lender investigation, litigation or proceeding giving rise to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements in any Indemnified Costs, this Section 12.10 shall survive 9.16 applies whether any such investigation, litigation or proceeding is brought by the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not jointAdministrative Agent, any Lender or a third party.

Indemnification by Xxxxxxx. The Lenders agree (a) . (a) Each Lender severally agrees to indemnify each Collateral Agent-Related Party in its capacity as such the Administrative Agent (to the extent not actually paid promptly reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if anyBorrower) hereunder determined at the time such indemnity is sought), from and against such Xxxxxx’s ratable share (determined as provided below) of any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by by, or asserted against such Collateral Agent-Related Party the Administrative Agent 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 Administrative Agent under or in connection with any of the foregoingLoan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall be liable for the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Collateral Administrative Agent’s gross negligence or willful misconductmisconduct as found in a final, non‑appealable judgment by a court of competent jurisdiction. The failure Without limitation of any the foregoing, each Lender severally agrees to reimburse the Collateral Administrative Agent promptly upon demand for its ratable share of any amount required to be paid costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Lenders Borrower under Section 9.04, to the Collateral extent that the Administrative Agent as provided herein shall is not relieve 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 Lender of its obligation hereunder to Person. If the Borrower shall reimburse such Collateral the Administrative Agent for its ratable share any Indemnified Costs following payment by any Lender to the Administrative Agent in respect of such amountIndemnified Costs pursuant to this Section, but no the Administrative Agent shall share such reimbursement on a ratable basis with each Lender shall be responsible for the failure of making any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements in this Section 12.10 shall survive the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not jointpayment.

Indemnification by Xxxxxxx. The Lenders agree (a)Each Lender severally agrees to indemnify each Collateral Agent-Related Party in its capacity as such the Administrative Agent (to the extent not actually paid promptly reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if anyBorrower) hereunder determined at the time such indemnity is sought), from and against such Xxxxxx’s ratable share (determined as provided below) of any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by by, or asserted against such Collateral Agent-Related Party the Administrative Agent 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 Administrative Agent under or in connection with any of the foregoingLoan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall be liable for the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Administrative Agent’s gross negligence or willful misconductmisconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. The failure Without limitation of any Lender the ​ ​ foregoing, each Xxxxxx agrees to reimburse the Collateral Administrative Agent promptly upon demand for its ratable share of any amount required to be paid costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Lenders Borrower under Section 9.04, to the Collateral extent that the Administrative Agent as provided herein shall is not relieve 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 Lender of its obligation hereunder to reimburse such Collateral Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements in this Section 12.10 shall survive the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not jointPerson.

Indemnification by Xxxxxxx. The Lenders agree (a) Each Lender severally agrees to indemnify each Collateral Agent-Related Party in its capacity as such the Administrative Agent (to the extent not actually paid promptly reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if anyBorrower) hereunder determined at the time such indemnity is sought), from and against such Xxxxxx’s ratable share (determined as provided below) of any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by by, or asserted against such Collateral Agent-Related Party the Administrative Agent 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 Administrative Agent under or in connection with any of the foregoingLoan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall be liable for the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Collateral Administrative Agent’s gross negligence or willful misconductmisconduct as found in a final, non‑appealable judgment by a court of competent jurisdiction. The failure Without limitation of any the foregoing, each Lender severally agrees to reimburse the Collateral Administrative Agent promptly upon demand for its ratable share of any amount required to be paid costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Lenders Borrower under Section 9.04, to the Collateral extent that the Administrative Agent as provided herein shall is not relieve 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 Lender of its obligation hereunder to Person. If the Borrower shall reimburse such Collateral the Administrative Agent for its ratable share any Indemnified Costs following payment by any Lender to the Administrative Agent in respect of such amountIndemnified Costs pursuant to this Section, but no the Administrative Agent shall share such reimbursement on a ratable basis with each Lender shall be responsible for the failure of making any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements in this Section 12.10 shall survive the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not jointpayment.

Indemnification by Xxxxxxx. The Lenders agree Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify each Collateral Agent-Related Party in its capacity as such Bank of America (to the extent not actually paid reimbursed by the Credit Parties Obligors and without limiting the obligation obligations of the Credit Parties to do so), in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if anyObligors hereunder or under any other Loan Document) hereunder determined at the time such indemnity is sought), from and against ratably for any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Collateral Agent-Related Party Bank of America in any way relating to or arising out of the Commitmentsany Canadian Revolving Loans or ROW Revolving Loans, this Agreementrespectively, any of the other Loan Documents or any documents contemplated participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or referred to herein or therein or the transactions contemplated hereby or thereby any ROW Borrower, respectively, or any action taken or omitted by the Collateral Agent-Related Party under or Bank of America in connection with any of the foregoingtherewith; provided, provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction foregoing to have resulted the extent it arises from the Collateral Agent’s gross negligence or willful misconductmisconduct of Bank of America. The failure of any Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse the Collateral Agent Bank of America 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, but no Lender shall be responsible for the failure of any other Lender to reimburse the Collateral Agent for such other Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of 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 amountcosts and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 12.10 2.10(e) shall survive the payment in full of the Term all Canadian Revolving Loans and all other amounts payable hereunderROW Revolving Loans. The obligations of the Lenders under this Section 12.10 are several and not joint.(f)

Indemnification by Xxxxxxx. The Lenders agree Each Lender severally agrees to indemnify and hold harmless each Collateral Agent-Related Party in its capacity as such (, to the extent that such Agent shall not actually paid have been timely reimbursed by the Credit Parties Borrower, based on and without limiting to the obligation extent of the Credit Parties to do so), in the amount of its such Xxxxxx’s pro rata share (based on outstanding Term Loans and unused Commitments (if any) hereunder determined at as of the time such that the applicable unreimbursed indemnity payment is sought), from for and against any and all Indemnified Liabilities that liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Collateral Agent-Related Party Agent 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 the Commitments, this Agreement, any of Agreement or 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 any of the foregoingCredit Documents; provided, that provided no Lender shall be liable to any Agent for the payment of any portion of such Indemnified Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral 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 Lenders as may be required to give such instructions under Section 10.5) shall constitute gross negligence or willful misconduct). The failure 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 reimburse the Collateral indemnify any Agent promptly 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 demand for its ratable share of any amount required to be the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid by the Lenders in full in accordance with such Xxxxxx’s pro rata share immediately prior 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, but no Lender shall be responsible for date on which the failure of any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements Loans are paid in this Section 12.10 shall survive the payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Section 12.10 are several and not jointfull).