Common use of Indemnification of Issuer Clause in Contracts

Indemnification of Issuer. The Pledgor and the Collateral Agents hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agents arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence, willful misconduct, bad faith or material breach of this Agreement and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence, willful misconduct, bad faith or material breach of this Agreement, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expenses, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Appears in 4 contracts

Samples: Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Pledge and Security Agreement (Boise Inc.)

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Indemnification of Issuer. (a) The Pledgor and the Collateral Agents Trustee hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agents Trustee arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s gross negligence, willful misconduct, bad faith misconduct or material breach of this Agreement its obligations hereunder and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s gross negligence, willful misconduct, bad faith misconduct or material breach of this Agreementits obligations hereunder, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expensescosts, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Appears in 2 contracts

Samples: First Supplemental Indenture (Sunedison, Inc.), Second Lien Pledge and Security Agreement (Sunedison, Inc.)

Indemnification of Issuer. The Pledgor and the Collateral Agents Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agents Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence, willful misconduct, bad faith or material breach of this Agreement and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence, willful misconduct, bad faith or material breach of this Agreement, Agreement and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expenses, charges, and reasonable fees of one outside legal counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Appears in 2 contracts

Samples: Second Lien Pledge and Security Agreement (Dura Automotive Systems Inc), Revolving Credit Agreement (Dura Automotive Systems Inc)

Indemnification of Issuer. The Pledgor and the Collateral Agents Administrative Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agents Administrative Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s gross negligence, willful misconduct, bad faith misconduct or material breach of this Agreement its obligations hereunder and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s gross negligence, willful misconduct, bad faith misconduct or material breach of this Agreementits obligations hereunder, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expensescosts, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (SunEdison Semiconductor LTD)

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Indemnification of Issuer. (a) The Pledgor and the Collateral Agents Trustee hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agents Trustee arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s gross negligence, willful misconduct, bad faith misconduct or material breach of this Agreement and its obligations hereunder. (b) the The Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s gross negligence, willful misconduct, bad faith misconduct or material breach of this Agreementits obligations hereunder, and from and against any and all liabilities, actual losses, damages, reasonable, out-of-pocket costs and expensescosts, charges, reasonable counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Appears in 1 contract

Samples: Pledge and Security Agreement (Tesla Motors Inc)

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