Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. The Borrowers shall indemnify (subject to Section 2.21 with respect to PLICO) the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, including any of the foregoing relating to any actual or alleged presence or release of hazardous waste, substance or materials on or from any property owned or operated by the Borrowers or its Subsidiaries, or any environmental liability or violation of any federal, state or local environmental, health or safety law or regulation related in any way to the Borrowers or its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their Affiliates or any other Person; provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to such losses, claims, damages, liabilities or related expenses resulting from the gross negligence or willful misconduct of such Indemnitee or its Related Parties as determined by a court of competent jurisdiction by a final and nonappealable judgment or disputes that are solely between Indemnitees where the corresponding losses, claims, damages, liabilities and related expenses do not directly relate to an act or omission by any Borrower or its Subsidiaries.

Indemnification by Xxxxxxxxx. The Borrowers shall agree jointly and severally to indemnify (subject to Section 2.21 with respect to PLICO) the Administrative Agent, the Issuing Banks, the Agent and each Bank and each Joint Lead Arrangers and each Lender Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all lossesliabilities, claims, losses, damages, liabilities and related expenses, including reasonable and documented feesout-of-pocket costs and expenses, charges including, without limitation, the reasonable fees and disbursements of any counsel for any Indemniteecounsel, which may be incurred by such Indemnitee in connection with any actual or asserted against any prospective claim, investigation, or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Loan Documents or any agreement or instrument contemplated hereby or thereby, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) only, the administration of the Loan Documents, or any actual or proposed use of proceeds of Loans hereunder, or the enforcement of rights under this Section 11.04(b) (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, whether or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, including any of the foregoing relating to any actual or alleged presence or release of hazardous waste, substance or materials on or from any property owned or operated by the Borrowers or its Subsidiaries, or any environmental liability or violation of any federal, state or local environmental, health or safety law or regulation related in any way to the Borrowers or its Subsidiaries, or (iii) any not such actual or prospective claim, litigationinvestigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort administrative or any other theory and whether or not any such claim, litigation, investigation or judicial proceeding is brought by the BorrowersBorrower or any of its directors, their equity holderssecurity holders or creditors, their Affiliates an Indemnitee or any other Person); provided that the Borrowers no Indemnitee shall have no obligation the right to be indemnified hereunder to any Indemnitee with respect to for (i) such lossesIndemnitee’s own bad faith, claims, damages, liabilities or related expenses resulting from the gross negligence or willful misconduct of such Indemnitee or its Related Parties as determined by a court of competent jurisdiction in a final nonappealable judgment, (ii) any material breach by such Indemnitee of its obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final and nonappealable judgment or disputes judgment, (iii) any claim by any Indemnitee against another Indemnitee that are solely between Indemnitees where the corresponding losses, claims, damages, liabilities and related expenses do does not directly relate to involve an act or omission by of Parent or any Borrower or of its Subsidiaries., except to the extent that such claim is against such Person in its capacity as Administrative Agent, Joint Lead Arranger or similar role in connection with this Agreement, in each case, as determined by a court of competent jurisdiction in a final nonappealable judgment. At its own expense, each Borrower shall have the right to participate in (but not control) the defense of any action with respect to which it may have an indemnity obligation hereunder. Notwithstanding the foregoing, this Section 11.04 shall not apply to any taxes, duties, levies, imposts, deductions, charges or withholdings of any governmental authority, which shall be governed by Sections

Indemnification by Xxxxxxxxx. The Borrowers shall agree jointly and severally to indemnify (subject to Section 2.21 with respect to PLICO) the Administrative Agent, the Issuing Banks, the Agent and each Bank and each Joint Lead Arrangers and each Lender Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all lossesliabilities, claims, losses, damages, liabilities and related expenses, including reasonable and documented feesout-of-pocket costs and expenses, charges including, without limitation, the reasonable fees and disbursements of any counsel for any Indemniteecounsel, which may be incurred by such Indemnitee in connection with any actual or asserted against any prospective claim, investigation, or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Loan Documents or any agreement or instrument contemplated hereby or thereby, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) only, the administration of the Loan Documents, or any actual or proposed use of proceeds of Loans hereunder, or the enforcement of rights under this Section 11.04(b) (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, whether or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, including any of the foregoing relating to any actual or alleged presence or release of hazardous waste, substance or materials on or from any property owned or operated by the Borrowers or its Subsidiaries, or any environmental liability or violation of any federal, state or local environmental, health or safety law or regulation related in any way to the Borrowers or its Subsidiaries, or (iii) any not such actual or prospective claim, litigationinvestigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort administrative or any other theory and whether or not any such claim, litigation, investigation or judicial proceeding is brought by the BorrowersBorrower or any of its directors, their equity holderssecurity holders or creditors, their Affiliates an Indemnitee or any other Person); provided that the Borrowers no Indemnitee shall have no obligation the right to be indemnified hereunder to any Indemnitee with respect to for (i) such lossesIndemnitee’s own bad faith, claims, damages, liabilities or related expenses resulting from the gross negligence or willful misconduct of such Indemnitee or its Related Parties as determined by a court of competent jurisdiction in a final nonappealable judgment, (ii) any material breach by such Indemnitee of its obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final and nonappealable judgment or disputes judgment, (iii) any claim by any Indemnitee against another Indemnitee that are solely between Indemnitees where the corresponding losses, claims, damages, liabilities and related expenses do does not directly relate to involve an act or omission by of Parent or any Borrower or of its Subsidiaries, except to the extent that such claim is against such Person in its capacity as Administrative Agent, Joint Lead Arranger or similar role in connection with this Agreement, in each case, as determined by a court of competent jurisdiction in a final nonappealable judgment. At its own expense, each Borrower shall have the right to participate in (but not control) the defense of any action with respect to which it may have an indemnity obligation hereunder. Notwithstanding the foregoing, this Section 11.04 shall not apply to any taxes, duties, levies, imposts, deductions, charges or withholdings of any governmental authority, which shall be governed by Sections 8.03 and 8.04.