Common use of Indemnification; Reimbursement Clause in Contracts

Indemnification; Reimbursement. (1) The Lenders, the Issuing Lenders and the Swing Line Lenders agree to indemnify the Administrative Agent and the other Agents in their respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or the other Agents in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent or the other Agents under or in connection with any of the foregoing; provided that no Lender, nor any Issuing Lender or any Swing Line Lender, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent’s gross negligence or willful misconduct, respectively. The provisions of this Section 10.7 shall survive the indefeasible payment of the Obligations, the Revolving Commitment Termination Date and the termination of this Agreement. (2) If Administrative Agent incurs any reasonable costs or expenses (including, without limitation, those for legal services) after the date of this Agreement and with respect to any actual or proposed Modification or waiver of any term of the Loan Documents or restructuring or refinancing thereof or with any effort to enforce or protect Lenders’, Issuing Lenders’ or Swing Line Lenders’ rights or interests with respect thereto (including any protective advances made in accordance with any Loan Document), or otherwise with respect to the performance of its role as Administrative Agent under this Agreement, each in accordance with the terms of this Agreement, then, if such costs are not reimbursed by or on behalf of Borrower, Lenders shall reimburse Administrative Agent for their respective Applicable Percentages of such costs promptly after request therefor. If Administrative Agent recovers any amounts for which Administrative Agent has previously been reimbursed by Lenders hereunder, Administrative Agent shall promptly distribute to Lenders their respective Applicable Percentages thereof.

Indemnification; Reimbursement. (1) The Lenders, the Issuing Lenders and the Swing Line Issuing Lenders agree to indemnify the Administrative Agent and the other Agents in their respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or the other Agents in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent or the other Agents under or in connection with any of the foregoing; provided that no Lender, Lender nor any Issuing Lender or any Swing Line Lender, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent’s gross negligence or willful misconductmisconduct (as determined by a final and non-appealable judgment of a court of competent jurisdiction), respectively. The provisions of this Section 10.7 shall survive the indefeasible payment of the ObligationsPayment in Full, the Revolving Commitment Termination Date, the Term Loan Maturity Date and the termination of this Agreement. (2) If the Administrative Agent or the Collateral Agent incurs any reasonable costs or expenses (including, without limitation, those for legal services) after the date of this Agreement and with respect to any actual or proposed Modification or waiver of any term of the Loan Documents or restructuring or refinancing thereof or with any effort to enforce or protect Lenders’, Issuing Lenders’ or Swing Line Issuing Lenders’ rights or interests with respect thereto (including any protective advances made in accordance with any Loan Document), or otherwise with respect to the performance of its role as Administrative Agent or Collateral Agent, as applicable, under this Agreement, each in accordance with the terms of this Agreement, then, if such costs are not reimbursed by or on behalf of Borrower, Lenders shall reimburse the Administrative Agent and/or the Collateral Agent, as applicable, for their respective Applicable Percentages of such costs promptly after request therefor. If the Administrative Agent or the Collateral Agent, as applicable, recovers any amounts for which Administrative Agent it has previously been reimbursed by Lenders hereunder, the Administrative Agent or the Collateral Agent, as applicable, shall promptly distribute to Lenders their respective Applicable Percentages thereof.

Indemnification; Reimbursement. (1) The LendersEffective Time Holders shall, jointly and severally, indemnify, defend and hold harmless the Issuing Lenders and the Swing Line Lenders agree to indemnify the Administrative Stockholders’ Agent and the other Agents in their respective capacity as such (to the extent not reimbursed by the Borrower its successors and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentages, assigns from and against any and all liabilitiesclaims, obligationsdemands, suits, actions, causes of action, losses, damages, penaltiesobligations, actionsliabilities, judgments, suits, costs, costs and expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment attorneys’ fees and court costs) arising as a result of the Obligations) be imposed on, or incurred by or asserted against the Administrative Agent or the other Agents in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent or the other Agents under or in connection with any of actions taken or omitted to be taken by the foregoing; provided that no Lender, nor any Issuing Lender or any Swing Line Lender, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent’s gross negligence or willful misconduct, respectively. The provisions of this Section 10.7 shall survive the indefeasible payment of the Obligations, the Revolving Commitment Termination Date and the termination of this Agreement. (2) If Administrative Stockholders’ Agent incurs any reasonable costs or expenses (including, without limitation, those for legal services) after the date of this Agreement and with respect pursuant to any actual or proposed Modification or waiver of any term of the Loan Documents or restructuring or refinancing thereof or with any effort to enforce or protect Lenders’, Issuing Lenders’ or Swing Line Lenders’ rights or interests with respect thereto (including any protective advances made in accordance with any Loan Document), or otherwise with respect to the performance of its role as Administrative Agent under this Agreement, each in accordance with the terms of this Agreement, thenexcept to the extent it is demonstrated that the Stockholders’ Agent was grossly negligent or engaged in willful misconduct, if provided, that no Effective Time Holders shall be liable to the Stockholders’ Agent pursuant to this 10.1(d) for any amount in excess of the portion of the Merger Consideration to which such Effective Time Holder is entitled pursuant to Section 1.5 or 1.6 hereof. In addition, by virtue of the adoption of this Agreement and/or the cancellation by an Effective Time Holder of Company Options in exchange for Merger Consideration pursuant to this Agreement, each Effective Time Holder forever voluntarily releases and discharges the Stockholders’ Agent and its successors and assigns from any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs are not reimbursed and expenses (including attorneys’ fees and court costs), whether known or unknown, anticipated or unanticipated, arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Stockholders’ Agent pursuant to the terms of this Agreement or on behalf the Escrow Agreement, except to the extent it can be demonstrated that the Stockholders’ Agent was grossly negligent or engaged in willful misconduct. Expenses (including attorneys’ fees and court costs) incurred by the Stockholders’ Agent in defending any claim, demand, suit, action or cause of Borrower, Lenders shall reimburse Administrative Agent for action or otherwise performing their respective Applicable Percentages obligations under this Agreement or the Escrow Agreement may be paid, at the election of such costs promptly after request therefor. If Administrative Agent recovers the Stockholders’ Agent, at any amounts for which Administrative Agent has previously been reimbursed by Lenders hereunder, Administrative Agent shall promptly distribute time (i) from the Expenses Escrow Amount to Lenders the extent any funds remain with the Escrow Agent; (ii) from any Milestone Payment actually paid; or (iii) otherwise from the Effective Time Holders in accordance with their respective Applicable Percentages thereofPro Rata Shares.

Indemnification; Reimbursement. (1) The Lenders, the Issuing Lenders and the Swing Line Issuing Lenders agree to indemnify the Administrative Agent and the other Agents in their respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or the other Agents in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent or the other Agents under or in connection with any of the foregoing; provided that no Lender, Lender nor any Issuing Lender or any Swing Line Lender, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent’s gross negligence or willful misconductmisconduct (as determined by a final and non-appealable judgment of a court of competent jurisdiction), respectively. The provisions of this Section 10.7 shall survive the indefeasible payment of the ObligationsPayment in Full, the Revolving Commitment Termination Date and the termination of this Agreement. (2) If the Administrative Agent or the Collateral Agent incurs any reasonable costs or expenses (including, without limitation, those for legal services) after the date of this Agreement and with respect to any actual or proposed Modification or waiver of any term of the Loan Documents or restructuring or refinancing thereof or with any effort to enforce or protect Lenders’, Issuing Lenders’ or Swing Line Issuing Lenders’ rights or interests with respect thereto (including any protective advances made in accordance with any Loan Document), or otherwise with respect to the performance of its role as Administrative Agent or Collateral Agent, as applicable, under this Agreement, each in accordance with the terms of this Agreement, then, if such costs are not reimbursed by or on behalf of BorrowerXxxxxxxx, Lenders shall reimburse the Administrative Agent and/or the Collateral Agent, as applicable, for their respective Applicable Percentages of such costs promptly after request therefor. If the Administrative Agent or the Collateral Agent, as applicable, recovers any amounts for which Administrative Agent it has previously been reimbursed by Lenders Xxxxxxx hereunder, the Administrative Agent or the Collateral Agent, as applicable, shall promptly distribute to Lenders their respective Applicable Percentages thereof.

Indemnification; Reimbursement. (1) The Lenders, the Issuing Lenders and the Swing Line Lenders agree Company agrees to indemnify the Administrative Agent Depositary, its directors, employees, agents and Affiliates and any Custodian against, and hold each of them harmless from, any loss, liability or expense (including, but not limited to, the other Agents reasonable fees and expenses of counsel) which may arise out of (a) any acts performed or omitted, in accordance with the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective capacity as such (to the extent not reimbursed by the Borrower directors, employees, agents and without limiting the obligation of the Borrower to do so)Affiliates, ratably according to their respective Applicable Percentages, from and against except for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses liability or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or the other Agents in any way relating to or expense arising out of the Loan Documents negligence or bad faith of either of them, or (ii) by the Company or any documents contemplated by of its directors, employees, agents and Affiliates or referred to herein (b) any offer or the transactions contemplated hereby sale of Receipts, ADSs or Shares or any action taken registration statement under the Securities Act in respect thereof, except to the extent such loss, liability or expense arises out of information (or omission from information) provided to the Commission by the Depositary or Custodian expressly for use in a registration statement under the Securities Act. The Depositary agrees to indemnify the Company, its directors, employees, agents and Affiliates against, and hold them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Administrative Agent Depositary or the other Agents under Custodian, or in connection with any by the employees, directors and Affiliates of the foregoing; provided that no Lendereither of them, nor any Issuing Lender or any Swing Line Lender, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent’s gross due to their negligence or willful misconduct, respectivelybad faith. The provisions of obligations set forth in this Section 10.7 shall survive the indefeasible payment of the Obligations, the Revolving Commitment Termination Date and the termination of this Agreement. (2) If Administrative Agent incurs any reasonable costs or expenses (including, without limitation, those for legal services) after the date of this Deposit Agreement and with respect to any actual the succession or proposed Modification or waiver substitution of any term indemnified person (as hereinafter defined). Any person seeking indemnification hereunder (an "indemnified person") shall notify the person from whom it is seeking indemnification (the "indemnifying person") of the Loan Documents commencement of any indemnifiable action or restructuring or refinancing thereof or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person's rights otherwise than under this Section 5.08) and shall consult in good faith with any effort to enforce or protect Lenders’, Issuing Lenders’ or Swing Line Lenders’ rights or interests with respect thereto (including any protective advances made in accordance with any Loan Document), or otherwise with respect the indemnifying person as to the performance conduct of its role as Administrative Agent under this Agreement, each in accordance with the terms of this Agreement, then, if such costs are not reimbursed by or on behalf of Borrower, Lenders shall reimburse Administrative Agent for their respective Applicable Percentages defense of such costs promptly after request therefor. If Administrative Agent recovers any amounts for which Administrative Agent has previously been reimbursed by Lenders action or claim that may give rise to an indemnity hereunder, Administrative Agent which defense shall promptly distribute be reasonable in the circumstances. No indemnified person shall compromise or settle any action or claim that may give rise to Lenders their respective Applicable Percentages thereofan indemnity hereunder without the consent of the indemnifying person, which consent shall not be unreasonably withheld.