Common use of Indemnification; Release Clause in Contracts

Indemnification; Release. (a) The Term Loan Lenders, jointly and severally, agree to indemnify, defend and hold harmless the Administrative Agent and/or the Revolving Credit Lenders from and against any and all reasonable and documented expenses, losses, claims, damages, suits, proceedings and liabilities that are incurred by or threatened against the Administrative Agent and/or the Revolving Credit Lenders, including, but not limited to reasonable attorneys’ fees and expenses caused by or resulting from the breach of any representation, warranty, agreement, covenant or other obligation of the Term Loan Lenders contained herein; provided that no Term Loan Lender shall be liable under this clause (a) for the payment of any portion of the foregoing that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s and/or any Revolving Credit Lender’s own gross negligence, willful misconduct or breach in bad faith of the Loan Documents. The indemnification rights set forth in this clause (a) are in addition to any rights of indemnification or reimbursement that the Administrative Agent or the Revolving Credit Lenders may have under this Agreement or any other Loan Document. (b) No Term Loan Lender shall have any right to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent or any other such Lender under the Loan Documents (except to the extent the basis of such claim is found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or the Revolving Credit Lenders).

Indemnification; Release. (a) The Term Loan Lenders, jointly and severally, agree to indemnify, defend and hold harmless the Administrative Agent and/or the Revolving Credit Lenders from and against any and all reasonable and documented expenses, losses, claims, damages, suits, proceedings and liabilities that are incurred by or threatened against the Administrative Agent and/or the Revolving Credit Lenders, including, but not limited to reasonable attorneys’ fees and expenses caused by or resulting from the breach of any representation, warranty, agreement, covenant or other obligation of the Term Loan Lenders contained herein; provided that no Term Loan Lender shall be liable under this clause (a) for the payment of any portion of the foregoing that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s and/or any Revolving Credit Lender’s own gross negligence, willful misconduct or breach in bad faith of the Loan Documents. The indemnification rights set forth in this clause (a) are in addition to any rights of indemnification or reimbursement that the Administrative Agent or the Revolving Credit Lenders may have under this Agreement or any other Loan Document. (b) . No Term Loan Lender shall have any right to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent or any other such Lender under the Loan Documents (except to the extent the basis of such claim is found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or the Revolving Credit Lenders).