Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, indemnify and hold harmless the Administrative Agent and the Banks, and each Related Party of any of the foregoing Persons, from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, causes of action, and Proceedings, and reasonable costs and expenses in connection therewith, incurred, suffered, sustained, or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from the transactions contemplated by the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (b) any Borrower or any of its Subsidiaries entering into or performing this Credit Agreement or any of the other Loan Documents, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substances or any Proceeding brought or threatened with respect to any Hazardous Substances (including claims with respect to wrongful death, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”), provided, however, the Borrowers shall not be obligated to indemnify any party for any damages, losses, settlement payments, obligations, liabilities, claims, causes of action, Proceedings, costs, and expenses that were caused directly by (i) the gross negligence or willful misconduct of the indemnified party as determined by a court of competent jurisdiction in a final and non- appealable judgment or (ii) any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreement, provided that no Borrower is then in Default. Further, the Borrowers shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated ...
Indemnification Damage Waiver. (a) The Loan Parties, jointly and severally, and without limitation as to time, will defend and indemnify the Lenders and their respective officers, directors, managers, employees, attorneys and agents (each, an "Indemnified Party") against, and hold each Indemnified Party harmless from, all losses, claims, damages, liabilities, costs (including the costs of preparation and attorneys' fees and expenses) (collectively, the "Losses") incurred by any Indemnified Party as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by any Loan Party herein, (ii) any breach of any covenant, agreement or obligation of any Loan Party contained in any of the Loan Documents or (iii) any investigation or proceeding against a Loan Party or any Indemnified Party and arising out of or in connection with this Agreement or any of the Loan Documents, whether or not the transactions contemplated by this Agreement are consummated, which investigation or proceeding requires the participation of, or is commenced or filed against, any Indemnified Party because of this Agreement, any other Transaction Document or such other documents and the transactions contemplated hereby or thereby, other than any Losses resulting from action on the part of such Indemnified Party which is finally determined in such proceeding to be primarily and directly a result of such party's gross negligence or willful misconduct. Each Loan Party agrees to reimburse each Indemnified Party promptly for all such Losses as they are incurred by such Indemnified Party in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom. The Lenders agrees to reimburse the Borrower for any payments made by the Borrower to the Lenders pursuant to this paragraph for Losses which are finally determined in such proceeding to primarily and directly result from the gross negligence or willful misconduct of the Lenders. The obligations of the Loan Parties under this paragraph will survive any transfer of the Notes by the Lenders and the termination of this Agreement. In the event that the foregoing indemnity is unavailable or insufficient to hold an Indemnified Party harmless, then the Loan Parties will contribute to amounts paid or payable by such Indemnified Party in respect of such Indemnified Party's Losses in such proportions as appropriately reflect the relative benefits r...
Indemnification Damage Waiver. (a) Without limitation on any other Obligations of the Guarantor or remedies of the Guaranteed Parties under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Guaranteed Party and each of its affiliates and its respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all documented claims, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented fees and expenses of counsel) that may be incurred by or asserted or awarded against any Guaranteed Party in connection with or as a result of any failure of any Obligations to be the legal, valid and binding obligations of any other Loan Party enforceable against such other Loan Party in accordance with their terms; provided that such indemnity shall not, as to any Indemnified Party be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Guarantor against an Indemnified Party for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
Indemnification Damage Waiver. (a) Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Joint Arranger-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages (other than in relation to lawsuits solely between the Lenders or Lender-Related Persons or solely between the Joint Arrangers and the Joint Arranger-Related Persons related to (i) the sharing of fees or payments pursuant to the Loan Documents or (ii) the sharing of fees or payments pursuant to any agreement of the type referenced in Section 14.1(e), but expressly inclusive of lawsuits against Agent, the Agent-Related Persons, the Joint Arrangers and the Joint Arranger-Related Persons, in such capacities, or involving an act or omission on the part of Parent or any of its Subsidiaries or Affiliates), and all reasonable fees and out-of-pocket disbursements of attorneys (provided that attorneys’ fees shall be limited to one legal counsel for Agent and one additional legal counsel for the Lender Group (as a whole), and if necessary, (x) a single local counsel in each relevant jurisdiction and a special or regulatory counsel in each specialty and in each relevant jurisdiction for each of Agent and the Lender Group (as a whole) and (y) in the case of an actual or perceived conflict of interest, one additional counsel for each similarly affected group and if reasonably necessary, one additional local counsel for each similarly affected group in each relevant jurisdiction and one additional special or regulatory counsel in each specialty and in each relevant jurisdiction), experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrower shall not be liable for costs and expenses (including attorneys’ fees) of any Lender (other than Jefferies Finance and the other Joint Arrangers) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including an...
Indemnification Damage Waiver
