Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. The Banks ratably (computed by reference to each Bank's respective Commitment) shall indemnify the Agent, its respective Affiliates and the respective shareholders, directors, officers, employees, agents and counsel of the foregoing (each an "AGENT INDEMNITEE") and hold each Agent Indemnitee harmless from and against any and all claims (whether groundless or otherwise), liabilities, losses, damages, costs and expenses of any kind (including, without limitation, (i) the reasonable fees and disbursements of counsel and (ii) any expenses for which the Agent has not been reimbursed by the Borrower as required by this Agreement) which may be incurred by such Agent Indemnitee arising out of or related to this Agreement or the transactions contemplated hereby, or the Agent's actions taken hereunder; PROVIDED, that no Agent Indemnitee shall have the right to be indemnified hereunder for such Agent Indemnitee's own gross negligence or willful misconduct, as determined by a court of competent jurisdiction, or to the extent that such claim relates to the breach by such Agent Indemnitee of its obligations under this Agreement. The foregoing shall survive the termination of this Agreement.

Indemnification of the Agent. The Banks ratably (computed by reference to each Bank's respective Commitment) shall indemnify the Agent, its respective Affiliates affiliates and the respective shareholders, directors, officers, employees, agents and counsel of the foregoing (each an "AGENT INDEMNITEEAgent Indemnitee") and hold each Agent Indemnitee harmless from and against any and all claims (whether groundless or otherwise), liabilities, losses, damages, costs and expenses of any kind (kind, including, without limitation, (i) the reasonable fees and disbursements of counsel for which the Agent has not been reimbursed by the Borrowers and (ii) any expenses for which the Agent has not been reimbursed by the Borrower Borrowers as required by this Agreement) , which may be incurred by such Agent Indemnitee arising out of or related to this Agreement or the transactions contemplated hereby, or the Agent's actions taken hereunder; PROVIDEDprovided, that (x) no Agent Indemnitee shall have the right to be indemnified hereunder for such Agent Indemnitee's own gross negligence or willful misconduct, as determined by a court of competent jurisdiction, or to the extent that such claim relates to the breach by such Agent Indemnitee of its obligations under this Agreement, and (y) insofar as the Agent may also be a Bank, the foregoing indemnification in favor of the Agent shall not apply to claims, liabilities, losses, damages, costs and expenses incurred in its capacity as a Bank. The foregoing shall survive the termination of this Agreement. [The rest of this page is intentionally blank.]

Indemnification of the Agent. The Banks ratably (computed by reference to each Bank's respective Commitment) shall indemnify the Agent, its respective Affiliates affiliates and the respective shareholders, directors, officers, employees, agents and counsel of the foregoing (each an "AGENT INDEMNITEEINDEMNITEES") and hold each Agent Indemnitee harmless from and against any and all claims (whether groundless or otherwise), liabilities, losses, damages, costs and expenses of any kind (including, without limitation, (i) the reasonable fees and disbursements of counsel and (ii) any expenses for which the Agent has not been reimbursed by the Borrower as required by this Agreement) which may be incurred by such Agent Indemnitee arising out of or related to this Agreement or the transactions contemplated hereby, or the Agent's actions taken hereunder; PROVIDED, PROVIDED that no Agent Indemnitee shall have the right to be indemnified hereunder for such Agent Agent, Indemnitee's own gross negligence or willful misconduct, as determined by a court of competent jurisdiction, or to the extent that such claim relates to the breach by such Agent Indemnitee of its obligations under this Agreement. The foregoing shall survive the termination of this Agreement.

Indemnification of the Agent. The Banks ratably (computed by reference to each Bank's ’s respective Commitment) shall indemnify the Agent, its respective Affiliates affiliates and the respective shareholders, directors, officers, employees, agents and counsel of the foregoing (each an "AGENT INDEMNITEE"“Agent Indemnitee”) and hold each Agent Indemnitee harmless from and against any and all claims (whether groundless or otherwise), liabilities, losses, damages, costs and expenses of any kind (kind, including, without limitation, (i) the reasonable fees and disbursements of counsel for which the Agent has not been reimbursed by the Borrowers and (ii) any expenses for which the Agent has not been reimbursed by the Borrower Borrowers as required by this Agreement) , which may be incurred by such Agent Indemnitee arising out of or related to this Agreement or the transactions contemplated hereby, or the Agent's ’s actions taken hereunder; PROVIDEDprovided, that (x) no Agent Indemnitee shall have the right to be indemnified hereunder for such Agent Indemnitee's ’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction, or to the extent that such claim relates to the breach by such Agent Indemnitee of its obligations under this Agreement, and (y) insofar as the Agent may also be a Bank, the foregoing indemnification in favor of the Agent shall not apply to claims, liabilities, losses, damages, costs and expenses incurred in its capacity as a Bank. The foregoing shall survive the termination of this Agreement.