Common use of Indemnification; Nature of Lenders’ Duties Clause in Contracts

Indemnification; Nature of Lenders’ Duties. (a) In addition to amounts payable by the Borrowers to Agent and Lenders as elsewhere provided in this Agreement, the Borrowers hereby, jointly and severally, agree to pay and to protect, indemnify, and save harmless Agent, and each Lender and each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and, after and during the continuance of an Event of Default, allocated costs of internal counsel) which Agent, any Lender or any Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty thereof, or (ii) the failure of Agent or any Lender seeking indemnification or of any Issuing Bank to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction).

Indemnification; Nature of Lenders’ Duties. (ai) In addition to amounts payable by the Borrowers to Agent and Lenders as elsewhere provided in this the Agreement, the Borrowers hereby, jointly and severally, agree Borrower hereby agrees to pay and to protect, indemnify, and save harmless Agent, the Revolving Agent and each Revolving Lender and each Issuing Bank L/C Issuer from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' ’ fees and, after and during the continuance of an Event of Default, allocated costs of internal counsel) which Agent, that the Revolving Agent or any Revolving Lender or any Issuing Bank L/C Issuer may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or guaranty thereof, or (iiB) the failure of the Revolving Agent or any Revolving Lender seeking indemnification or of any Issuing Bank L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Revolving Agent or such Revolving Lender (as finally determined by a court of competent jurisdiction).

Indemnification; Nature of Lenders’ Duties. (ai) In addition to amounts payable by the Borrowers to Agent and Lenders as elsewhere provided in this the Agreement, the Borrowers hereby, jointly and severally, hereby agree to pay and to protect, indemnify, and save harmless the Administrative Agent, the Collateral Agent, each L/C Issuer and each Lender and each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' ’ fees and, after and during the continuance of an Event of Default, allocated costs of internal counsel) which that the Administrative Agent, the Collateral Agent, any Lender L/C Issuer or any Issuing Bank Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or guaranty thereof, or (iiB) the failure of Agent or the Administrative Agent, the Collateral Agent, any Lender or L/C Issuer seeking indemnification or of any Issuing Bank L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender indemnified person (as finally determined by a court of competent jurisdiction).

Indemnification; Nature of Lenders’ Duties. (ai) In addition to amounts payable by the Borrowers to Agent and Lenders as elsewhere provided in this the Agreement, the Borrowers hereby, jointly and severally, hereby agree to pay and to protect, indemnify, and save harmless the Administrative Agent, each L/C Issuer and each Lender and each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' ’ fees and, after and during the continuance of an Event of Default, allocated costs of internal counsel) which Agent, that the Administrative Agent or any Lender or any Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance issuance, continuance or maintenance of or any draw or attempted draw under any Continuing Term Letter of Credit or guaranty thereof, or (iiB) the failure of the Administrative Agent or any Lender seeking indemnification or of any Issuing Bank L/C Issuer to honor a demand for payment under any Continuing Term Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender indemnified person (as finally determined by a court of competent jurisdiction).

Indemnification; Nature of Lenders’ Duties. (a) In addition to amounts payable by the Borrowers to the Agent and the Lenders as elsewhere provided in this Agreement, the Borrowers herebyBorrowers, jointly and severally, hereby agree to pay and to protect, indemnify, and save harmless Agent, the Agent and each Lender and each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and, after and during the continuance of an Event of Default, reasonable allocated costs of internal counsel) which Agent, the Agent or any Lender or any Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty thereof, or (ii) the failure of the Agent or any Lender seeking indemnification or of any Issuing Bank to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Agent or such Lender (as finally determined by a court of competent jurisdiction).