Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. The Borrowers agree jointly and severally to indemnify the Administrative Agent and each Bank and each Joint Lead Arranger and each Related Party of any of the foregoing Persons (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, claims, losses, damages, reasonable and documented out-of-pocket costs and expenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any actual or 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 the 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, whether or not such actual or prospective claim, investigation, or administrative or judicial proceeding is brought by the Borrower or any of its directors, security holders or creditors, an Indemnitee or any other Person); provided that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee’s own bad faith, gross negligence or willful misconduct 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 nonappealable judgment, (iii) any claim by any Indemnitee against another Indemnitee that does not involve an act or omission of Parent or any 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.

Indemnification by Xxxxxxxxx. The Borrowers agree jointly and severally shall indemnify (subject to indemnify Section 2.21 with respect to PLICO) the Administrative Agent Agent, the Issuing Banks, the Joint Lead Arrangers and each Bank and each Joint Lead Arranger 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 and against from, any and all liabilitieslosses, claims, losses, damages, liabilities and related expenses, including reasonable and documented out-of-pocket costs and expensesfees, including, without limitation, the reasonable fees charges and disbursements of counselany counsel for any Indemnitee, which may be incurred by such or asserted against any Indemnitee arising out of, in connection with any actual or prospective claim, investigationwith, or administrative as a result of (i) the execution or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out delivery of the Loan Documents 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 therebyin 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 hereby, (ii) any Loan or thereby, or, in the case use of the Administrative Agent (and proceeds therefrom, including any sub-agent thereof) only, the administration of the Loan Documentsforegoing 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 actual environmental liability or proposed use violation of proceeds of Loans hereunderany federal, state or local environmental, health or safety law or regulation related in any way to the Borrowers or its Subsidiaries, or the enforcement of rights under this Section 11.04(b(iii) (including, without limitation, whether or not such any actual or prospective claim, investigationlitigation, investigation or administrative proceeding relating to any of the foregoing, whether based on contract, tort or judicial any other theory and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower or any of its directorsBorrowers, security holders or creditorstheir equity holders, an Indemnitee their Affiliates or any other Person); provided that no Indemnitee the Borrowers shall have no obligation hereunder to any Indemnitee with respect to such losses, claims, damages, liabilities or related expenses resulting from the right to be indemnified hereunder for (i) such Indemnitee’s own bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Parties as 117 determined by a court of competent jurisdiction in by a final and nonappealable judgmentjudgment or disputes that are solely between Indemnitees where the corresponding losses, (ii) any material breach by such Indemnitee of its obligations under the Loan Documentsclaims, as determined by a court of competent jurisdiction in a final nonappealable judgmentdamages, (iii) any claim by any Indemnitee against another Indemnitee that does liabilities and related expenses do not involve directly relate to an act or omission of Parent by any Borrower or any 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.

Indemnification by Xxxxxxxxx. The Borrowers agree jointly and severally to indemnify the Administrative Agent and each Bank and each Joint Lead Arranger and each Related Party of any of the foregoing Persons (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, claims, losses, damages, reasonable and documented out-of-pocket costs and expenses, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any actual or 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 the 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, whether or not such actual or prospective claim, investigation, or administrative or judicial proceeding is brought by the Borrower or any of its directors, security holders or creditors, an Indemnitee or any other Person); provided that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee’s own bad faith, gross negligence or willful misconduct 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 nonappealable judgment, (iii) any claim by any Indemnitee against another Indemnitee that does not involve an act or omission of Parent or any 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.Sections