Common use of Indemnification of the Calculation Agent Clause in Contracts

Indemnification of the Calculation Agent. Each Lender agrees to indemnify the Calculation Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Calculation Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Calculation Agent hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Calculation Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Borrower shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Calculation Agent, promptly upon demand, for any Fees due to it hereunder, out-of-pocket expenses (including counsel fees) incurred by the Calculation Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Calculation Agent or Lenders hereunder or thereunder and to the extent that the Calculation Agent is not reimbursed for such expenses by the Borrower under Section 2.08.

Indemnification of the Calculation Agent. Each Lender agrees to indemnify the Calculation Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Calculation Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Calculation Agent hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Calculation Agent’s 's gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Borrower shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Calculation Agent, promptly upon demand, for any Fees due to it hereunder, out-of-pocket expenses (including counsel fees) incurred by the Calculation Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Calculation Agent or Lenders hereunder or thereunder and to the extent that the Calculation Agent is not reimbursed for such expenses by the Borrower under Section 2.08.

Indemnification of the Calculation Agent. Each Lender agrees to indemnify the Calculation Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Calculation Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Calculation Agent hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Calculation Agent’s 's gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Borrower shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Calculation Agent, promptly upon demand, for any Fees due to it hereunder, out-of-pocket out‐of‐pocket expenses (including counsel fees) incurred by the Calculation Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Calculation Agent or Lenders hereunder or thereunder and to the extent that the Calculation Agent is not reimbursed for such expenses by the Borrower under Section 2.08.. SECTION 8.11

Indemnification of the Calculation Agent. Each Lender agrees to indemnify the Calculation Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Calculation Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Calculation Agent hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Calculation Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Borrower shall be deemed to constitute gross 128 negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Calculation Agent, promptly upon demand, for any Fees due to it hereunder, out-of-pocket out‐of‐pocket expenses (including counsel fees) incurred by the Calculation Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Calculation Agent or Lenders hereunder or thereunder and to the extent that the Calculation Agent is not reimbursed for such expenses by the Borrower under Section 2.08.

Indemnification of the Calculation Agent. Each Lender agrees to indemnify the Calculation Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Calculation Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Calculation Agent hereunder or thereunder; provided that (a) the Lenders shall not be liable for any NAI-15121569431515895953v1213 -100- portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Calculation Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Borrower shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Calculation Agent, promptly upon demand, for any Fees due to it hereunder, out-of-pocket expenses (including counsel fees) incurred by the Calculation Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Calculation Agent or Lenders hereunder or thereunder and to the extent that the Calculation Agent is not reimbursed for such expenses by the Borrower under Section 2.08.