Indemnification of the Agents. The Lenders ratably (computed by reference to each Lender's respective Commitment) shall indemnify each Agent, their 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 Agents have not been reimbursed by the Companies 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 Agents' 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.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Tidewater Inc), Revolving Credit and Term Loan Agreement (Tidewater Inc)
Indemnification of the Agents. The Lenders ratably (computed by reference to each Lender's respective Commitment) shall indemnify each Agent, the Co-Arrangers, their 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 Agents have not been reimbursed by the Companies 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 Agents' 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.
Appears in 1 contract
Samples: Term Loan Agreement (Tidewater Inc)
Indemnification of the Agents. The Lenders ratably (computed by reference to each Lender's ’s respective CommitmentPro Rata Share) shall indemnify each Agent, their 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 Agents have not been reimbursed by the Companies 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 Agents' ’ actions taken hereunder; provided that 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.
Appears in 1 contract
Indemnification of the Agents. The Lenders ratably (computed ----------------------------- by reference to each Lender's respective Commitment) shall indemnify each Agent, their 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 Agents have not been reimbursed by the Companies 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 Agents' 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.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Tidewater Inc)